<Page>
                                                                    Exhibit 4.21

                            AESOP FUNDING II L.L.C.,

                                    as Issuer

                                       and

                              THE BANK OF NEW YORK

                       as Trustee and Series 1997-1 Agent

                              --------------------


                  AMENDED AND RESTATED SERIES 1997-1 SUPPLEMENT

                            dated as of June 29, 2001

                                       to

                       AMENDED AND RESTATED BASE INDENTURE

                            dated as of July 30, 1997

                              --------------------
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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Exhibit A-1-1: Form of Restricted Global Class A-1 Note
Exhibit A-1-2: Form of Temporary Global Class A-1 Note
Exhibit A-1-3: Form of Permanent Global Class A-1 Note
Exhibit A-2-1: Form of Restricted Global Class A-2 Note
Exhibit A-2-2: Form of Temporary Global Class A-2 Note
Exhibit A-2-3: Form of Permanent Global Class A-2 Note
Exhibit B:     Form of Consent
Exhibit C:     Form of Series 1997-1 Demand Note
Exhibit D:     Form of Letter of Credit
Exhibit E:     Form of Lease Payment Deficit Notice
Exhibit F:     Form of Demand Notice


                                      (i)
<PAGE>

            AMENDED AND RESTATED SERIES 1997-1 SUPPLEMENT, dated as of June 29,
2001 (this "Supplement") between AESOP FUNDING II L.L.C., a special purpose
limited liability company established under the laws of Delaware ("AFC-II"), THE
BANK OF NEW YORK, a New York banking corporation, as successor in interest to
the corporate trust administration of Harris Trust and Savings Bank, as trustee
(together with its successors in trust thereunder as provided in the Base
Indenture referred to below, the "Trustee"), and THE BANK OF NEW YORK, a New
York banking corporation, as agent for the benefit of the Series 1997-1
Noteholders and the Surety Provider (the "Series 1997-1 Agent"), to the Amended
and Restated Base Indenture, dated as of July 30, 1997, between AFC-II and the
Trustee (as amended, modified or supplemented from time to time, exclusive of
Supplements creating a new Series of Notes, the "Base Indenture").

                              PRELIMINARY STATEMENT

            WHEREAS, AFC-II, the Trustee and the Series 1997-1 Agent entered
into the Series 1997-1 Supplement dated as of July 30, 1997 (the "Original
Series 1997-1 Supplement") pursuant to which the Series 1997-1 Notes were
issued;

            WHEREAS, AFC-II desires to amend and restate the Original Series
1997-1 Supplement to replace the amounts required to be on deposit in the Series
1997-1 Reserve Account with one or more demand notes and one or more letters of
credit; and

            WHEREAS, the Original Series 1997-1 Supplement may be amended
pursuant to Section 6.7 and 6.11 thereof with the consent of the Surety
Provider, and the Surety Provider has consented to the amendment of the Original
Series 1997-1 Supplement in the form of this Supplement.

            NOW, THEREFORE, the parties hereto agree as follows:

                                   DESIGNATION

            There was created a Series of Notes issued pursuant to the Base
Indenture and the Original Series 1997-1 Supplement and such Series of Notes was
designated generally as Fixed Rate Rental Car Asset Backed Notes, Series 1997-1.
The Series 1997-1 Notes were issued in two classes: (i) the Class A-1 Rental Car
Asset Backed Notes, which were designated generally as the Class A-1 Notes and
(ii) the Class A-2 Rental Car Asset Backed Notes, which were designated
generally as the Class A-2 Notes. The Class A-1 Notes and the Class A-2 Notes
are referred to collectively as the "Series 1997-1 Notes."

            The proceeds from the sale of the Series 1997-1 Notes were deposited
in the Collection Account and were paid to AFC-II and used to make Loans under
the Loan Agreements to the extent that the Borrowers have requested Loans
thereunder and Eligible Vehicles are available to acquire or refinance
thereunder on the date hereof. Any such portion of proceeds not so used to make
shall be deemed to be Principal Collections.

            The Series 1997-1 Notes are a non-Segregated Series of Notes (as
more fully described in the Base Indenture). Accordingly, all references in this
Supplement to "all" Series

<PAGE>

of Notes (and all references in this Supplement to terms defined in the Base
Indenture that contain references to "all" Series of Notes) shall refer to all
Series of Notes other than Segregated Series of Notes.

                                    ARTICLE I

                                   DEFINITIONS

            (a) All capitalized terms not otherwise defined herein are defined
in the Definitions List attached to the Base Indenture as Schedule I thereto.
All Article, Section or Subsection references herein shall refer to Articles,
Sections or Subsections of the Base Indenture, except as otherwise provided
herein. Unless otherwise stated herein, as the context otherwise requires or if
such term is otherwise defined in the Base Indenture, each capitalized term used
or defined herein shall relate only to the Series 1997-1 Notes and not to any
other Series of Notes issued by AFC-II.

            (b) The following words and phrases shall have the following
meanings with respect to the Series 1997-1 Notes and the definitions of such
terms are applicable to the singular as well as the plural form of such terms
and to the masculine as well as the feminine and neuter genders of such terms:

            "Certificate of Lease Deficit Demand" means a certificate in the
form of ANNEX A to the Series 1997-1 Letters of Credit.

            "Certificate of Termination Date Demand" means a certificate in the
form of ANNEX D to the Series 1997-1 Letters of Credit.

            "Certificate of Termination Demand" means a certificate in the form
of ANNEX C to the Series 1997-1 Letters of Credit.

            "Certificate of Unpaid Demand Note Demand" means a certificate in
the form of ANNEX B to the Series 1997-1 Letters of Credit.

            "Class" means a class of the Series 1997-1 Notes, which may be the
Class A-1 Notes or the Class A-2 Notes.

            "Class A-1 Carryover Controlled Amortization Amount" means, with
respect to the Class A-1 Notes for any Related Month during the Class A-1
Controlled Amortization Period, the amount, if any, by which the Monthly Total
Principal Allocation for the previous Related Month was less than the Class A-1
Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Class A-1 Controlled
Amortization Period, the Class A-1 Carryover Controlled Amortization Amount
shall be zero.

            "Class A-1 Controlled Amortization Amount" means (i) with respect to
any Related Month other than the last Related Month during the Class A-1
Controlled Amortization


                                      -2-
<PAGE>

Period, $133,333,333.33 and (ii) with respect to the last Related Month during
the Class A-1 Controlled Amortization Period, $133,333,333.35.

            "Class A-1 Controlled Amortization Period" means the period
commencing at the close of business on April 1, 2000 (or, if such day is not a
Business Day, the Business Day immediately preceding such day) and continuing to
the earliest of (i) the commencement of the Series 1997-1 Rapid Amortization
Period, (ii) the date on which the Class A-1 Notes are fully paid, (iii) the
Series 1997-1 Termination Date, and (iv) the termination of the Indenture.

            "Class A-1 Controlled Distribution Amount" means, with respect to
any Related Month during the Class A-1 Controlled Amortization Period, an amount
equal to the sum of the Class A-1 Controlled Amortization Amount and any Class
A-1 Carryover Controlled Amortization Amount for such Related Month.

            "Class A-1 Expected Final Distribution Date" means the October 2000
Distribution Date.

            "Class A-1 Final Distribution Date" means the October 2001
Distribution Date.

            "Class A-1 Initial Invested Amount" means the aggregate initial
principal amount of the Class A-1 Notes, which is $800,000,000.

            "Class A-1 Invested Amount" means, when used with respect to any
date, an amount equal to (a) the Class A-1 Initial Invested Amount minus (b) the
amount of principal payments made to Class A-1 Noteholders on or prior to such
date.

            "Class A-1 Monthly Interest" means, with respect to (i) the initial
Series 1997-1 Interest Period, an amount equal to the product of (A) the Class
A-1 Note Rate, (B) the Class A-1 Initial Invested Amount and (C) 20/360 and (ii)
any other Series 1997-1. Interest Period, an amount equal to the product of (A)
one-twelfth of the Class A-1 Note Rate and (B) the Class A-1 Invested Amount on
the first day of such Series 1997-1 Interest Period, after giving effect to any
principal payments made on such date.

            "Class A-1 Noteholder" means the Person in whose name a Class A-1
Note is registered in the Note Register.

            "Class A-1 Note Rate" means 6.22% per annum.

            "Class A-1 Notes" means any one of the Class A-1 Fixed Rate Rental
Car Asset Backed Notes, Series 1997-1, executed by AFC-II and authenticated by
or on behalf of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit
A-1-2 or Exhibit A-1-3. Definitive Class A-1 Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section 2.18
of the Base Indenture.

            "Class A-2 Carryover Controlled Amortization Amount" means, with
respect to the Class A-2 Notes for any Related Month during the Class A-2
Controlled Amortization Period, the amount, if any, by which the Monthly Total
Principal Allocation for the previous


                                      -3-
<PAGE>

Related Month was less than the Class A-2 Controlled Distribution Amount for the
previous Related Month; PROVIDED, HOWEVER, that for the first Related Month in
the Class A-2 Controlled Amortization Period, the Class A-2 Carryover Controlled
Amortization Amount shall be zero.

            "Class A-2 Controlled Amortization Amount" means (i) with respect to
any Related Month other than the last Related Month during the Class A-2
Controlled Amortization Period, $141,666,666.67 and (ii) with respect to the
last Related Month during the Class A-2 Controlled Amortization Period,
$141,666,666.65.

            "Class A-2 Controlled Amortization Period" means the period
commencing at the close of business on April 1, 2002 (or, if such day is not a
Business Day, the Business Day immediately preceding such day) and continuing to
the earliest of (i) the commencement of the Series 1997-1 Rapid Amortization
Period, (ii) the date on which the Class A-2 Notes are fully paid and the Surety
Provider has been paid all Surety Provider Fees and all other Surety Provider
Reimbursement Amounts then due, (iii) the Series 1997-1 Termination Date, and
(iv) the termination of the Indenture.

            "Class A-2 Controlled Distribution Amount" means, with respect to
any Related Month during the Class A-2 Controlled Amortization Period, an amount
equal to the sum of the Class A-2 Controlled Amortization Amount and any Class
A-2 Carryover Controlled Amortization Amount for such Related Month.

            "Class A-2 Expected Final Distribution Date" means the October 2002
Distribution Date.

            "Class A-2 Final Distribution Date" means the October 2003
Distribution Date.

            "Class A-2 Initial Invested Amount" means the aggregate initial
principal amount of the Class A-2 Notes, which is $850,000,000.

            "Class A-2 Invested Amount" means, when used with respect to any
date, an amount equal to (a) the Class A-2 Initial Invested Amount minus (b) the
amount of principal payments made to Class A-2 Noteholders on or prior to such
date.

            "Class A-2 Monthly Interest" means, with respect to (i) the initial
Series 1997-1 Interest Period, an amount equal to the product of (A) the Class
A-2 Note Rate, (B) the Class A-2 Initial Invested Amount and (C) 20/360 and (ii)
any other Series 1997-1 Interest Period, an amount equal to the product of (A)
one-twelfth of the Class A-2 Note Rate and (B) the Class A-2 Invested Amount on
the first day of such Series 1997-1 Interest Period, after giving effect to any
principal payments made on such date.

            "Class A-2 Noteholder" means the Person in whose name a Class A-2
Note is registered in the Note Register.

            "Class A-2 Note Rate" means 6.40% per annum.


                                      -4-
<PAGE>

            "Class A-2 Notes" means any one of the Class A-2 Fixed Rate Rental
Car Asset Backed Notes, Series 1997-1, executed by AFC-II and authenticated by
or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit
A-2-2 or Exhibit A-2-3. Definitive Class A-2 Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section 2.18
of the Base Indenture.

            "Consent" has the meaning set forth in Article IV of this
Supplement.

            "Consent Period Expiration Date" has the meaning set forth in
Article IV of this Supplement.

            "Demand Note Issuer" means each issuer of a Series 1997-1 Demand
Note.

            "Designated Amounts" has the meaning set forth in Article IV of this
Supplement.

            "Disbursement" shall mean any Lease Deficit Disbursement, any Unpaid
Demand Note Disbursement, any Termination Disbursement or any Termination Date
Disbursement under a Series 1997-1 Letter of Credit, or any combination thereof,
as the context may require.

            "Excess Collections" has the meaning specified in Section 2.3(g) of
this Supplement.

            "Final Distribution Date" means the Class A-1 Final Distribution
Date or the Class A-2 Final Distribution Date.

            "Insurance Agreement" means the Insurance Agreement, dated as July
30, 1997, among the Surety Provider, the Trustee and AFC-II, which shall
constitute an "Enhancement Agreement" with respect the Series 1997-1 Notes for
all purposes under the Indenture.

            "Lease Deficit Disbursement" means an amount drawn under a Series
1997-1 Letter of Credit pursuant to a Certificate of Lease Deficit Demand.

            "LIBOR" means, with respect to any interest period, a rate per annum
to be determined by the Trustee as follows:

                  (i) On each determination date requested by the Administrator,
      the Trustee will determine the London interbank offered rate for U.S.
      dollar deposits for one month that appears on Telerate Page 3750 as it
      relates to U.S. dollars as of 11:00 a.m., London time, on such date:

                  (ii) If, on any such date, such rate does not appear on
      Telerate Page 3750, the Trustee will request that the principal London
      offices of each of four major banks in the London interbank market
      selected by the Trustee provide the Trustee with offered quotations for
      deposits in U.S. dollars for a period of one month, commencing on the
      first day of such interest period, to prime banks in the London interbank
      market at approximately 11:00 a.m., London time, on such date and in a
      principal amount equal to an amount of not less than $250,000 that is
      representative of a single transaction in such


                                      -5-
<PAGE>

      market at such time. If at least two such quotations are provided, "LIBOR"
      for such interest period will be the arithmetic mean of such quotations;
      or

                  (iii) If fewer than two such quotations are provided, "LIBOR"
      for such interest period will be the arithmetic mean of rates quoted by
      three major banks in the City of New York selected by the Trustee at
      approximately 11:00 a.m., New York City time, on such date for loans in
      U.S. dollars to leading European banks, for a period of one month,
      commencing on the first day of such interest period, and in a principal
      amount equal to an amount of not less than $250,000 that is representative
      of a single transaction in such market at such time; PROVIDED, HOWEVER,
      that if the banks selected as aforesaid by such Trustee are not quoting
      rates as mentioned in this sentence, "LIBOR" for such interest period will
      be the same as "LIBOR" for the immediately preceding interest period.

            "Monthly Total Principal Allocation" means for any Related Month the
sum of all Series 1997-1 Principal Allocations with respect to such Related
Month.

            "Permanent Global Class A-1 Note" has the meaning specified in
Section 5.2 of this Supplement.

            "Permanent Global Class A-2 Note" has the meaning specified in
Section 5.2 of this Supplement.

            "Pre-Preference Period Demand Note Payments" means, as of any date
of determination, the aggregate amount of all proceeds of demands made on the
Series 1997-1 Demand Notes included in the Series 1997-1 Demand Note Payment
Amount as of the Series 1997-1 Letter of Credit Termination Date that were paid
by the Demand Note Issuers more than one year before such date of determination;
PROVIDED, HOWEVER, that if an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to a Demand Note Issuer occurs during such
one year period, (x) the Pre-Preference Period Demand Note Payments as of any
date during the period from and including the date of the occurrence of such
Event of Bankruptcy to and including the conclusion or dismissal of the
proceedings giving rise to such Event of Bankruptcy without continuing
jurisdiction by the court in such proceedings shall equal the Pre-Preference
Period Demand Note Payments as of the date of such occurrence for all Demand
Note Issuers and (y) the Pre-Preference Period Demand Note Payments as of any
date after the conclusion or dismissal of such proceedings shall equal the
Series 1997-1 Demand Note Payment Amount as of the date of the conclusion or
dismissal of such proceedings.

            "Principal Deficit Amount" means, with respect to any Distribution
Date, the excess, if any, of (a) the Series 1997-1 Invested Amount on such
Distribution Date (after giving effect to the distribution of the Monthly Total
Principal Allocation for the Related Month) over (b) the sum of the Series
1997-1 Liquidity Amount on such Distribution Date and the Series 1997-1 AESOP I
Operating Lease Loan Agreement Borrowing Base on such Distribution Date.


                                      -6-
<PAGE>

            "Pro Rata Share" means, with respect to any Series 1997-1 Letter of
Credit Provider as of any date, the fraction (expressed as a percentage)
obtained by dividing (A) the available amount under such Series 1997-1 Letter of
Credit Provider's Series 1997-1 Letter of Credit as of such date by (B) an
amount equal to the aggregate available amount under all Series 1997-1 Letters
of Credit as of such date; PROVIDED, that only for purposes of calculating the
Pro Rata Share with respect to any Series 1997-1 Letter of Credit Provider as of
any date, if such Series 1997-1 Letter of Credit Provider has not complied with
its obligation to pay the Trustee the amount of any draw under its Series 1997-1
Letter of Credit made prior to such date, the available amount under such Series
1997-1 Letter of Credit Provider's Series 1997-1 Letter of Credit as of such
date shall be treated as reduced (for calculation purposes only) by the amount
of such unpaid demand and shall not be reinstated for purposes of such
calculation unless and until the date as of which such Series 1997-1 Letter of
Credit Provider has paid such amount to the Trustee and been reimbursed by the
Lessee or the applicable Demand Note Issuer, as the case may be, for such amount
(PROVIDED that the foregoing calculation shall not in any manner reduce the
undersigned's actual liability in respect of any failure to pay any demand under
its Series 1997-1 Letter of Credit).

            "Requisite Noteholders" means Series 1997-1 Noteholders holding 50%
or more of the Series 1997-1 Invested Amount.

            "Restricted Global Class A-1 Note" has the meaning specified in
Section 5.1 of this Supplement.

            "Restricted Global Class A-2 Note" has the meaning specified in
Section 5.1 of this Supplement.

            "Series 1997-1 Accrued Interest Account" has the meaning specified
in Section 2.1(b) of this Supplement.

            "Series 1997-1 AESOP I Operating Lease Loan Agreement Borrowing
Base" means, as of any date of determination, the product of (a) the Series
1997-1 AESOP I Operating Lease Vehicle Percentage as of such date and (b) the
AESOP I Operating Lease Loan Agreement Borrowing Base as of such date.

            "Series 1997-1 AESOP I Operating Lease Vehicle Percentage" means, as
of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Series 1997-1 Required AESOP I Operating Lease Vehicle
Amount as of such date and the denominator of which is the sum of the Required
AESOP I Operating Lease Vehicle Amounts for all Series of Notes as of such date.

            "Series 1997-1 Available Cash Collateral Account Amount" means, as
of any date of determination, the amount on deposit in the Series 1997-1 Cash
Collateral Account (after giving effect to any deposits thereto and withdrawals
and releases therefrom on such date).


                                      -7-
<PAGE>

            "Series 1997-1 Available Reserve Account Amount" means, as of any
date of determination, the amount on deposit in the Series 1997-1 Reserve
Account (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date).

            "Series 1997-1 Cash Collateral Account" has the meaning specified in
SECTION 2.8(f) of this Supplement.

            "Series 1997-1 Cash Collateral Account Collateral" has the meaning
specified in SECTION 2.8(a) of this Supplement.

            "Series 1997-1 Cash Collateral Account Surplus" means, with respect
to any Distribution Date, the lesser of (a) the Series 1997-1 Available Cash
Collateral Account Amount and (b) the lesser of (A) the excess, if any, of the
Series 1997-1 Liquidity Amount over the Series 1997-1 Required Liquidity Amount
on such Distribution Date (after giving effect to any withdrawal from the Series
1997-1 Reserve Account on such Distribution Date) and (B) the excess, if any, of
the Series 1997-1 Required Enhancement Amount over the Series 1997-1 Enhancement
Amount on such Distribution Date (after giving affect to any withdrawal from the
Series 1997-1 Reserve Account on such Distribution Date); PROVIDED, HOWEVER
that, on any date after the Series 1997-1 Letter of Credit Termination Date, the
Series 1997-1 Cash Collateral Account Surplus shall mean the excess, if any, of
(x) the Series 1997-1 Available Cash Collateral Account Amount over (y) the
Series 1997-1 Demand Note Payment Amount MINUS the Pre-Preference Period Demand
Note Payments as of such date.

            "Series 1997-1 Cash Collateral Percentage" means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Series 1997-1 Available Cash Collateral Amount as of such date and the
denominator of which is the Series 1997-1 Letter of Credit Liquidity Amount as
of such date.

            "Series 1997-1 Closing Date" means July 31, 1997.

            "Series 1997-1 Collateral" means the Collateral, each Series 1997-1
Letter of Credit, each Series 1997-1 Demand Note, the Series 1997-1 Distribution
Account Collateral, the Series 1997-1 Interest Rate Cap Collateral, the Series
1997-1 Cash Collateral Account Collateral and the Series 1997-1 Reserve Account
Collateral.

            "Series 1997-1 Collection Account" has the meaning specified in
Section 2.1(b) of this Supplement.

            "Series 1997-1 Controlled Amortization Period" means the Class A-1
Controlled Amortization Period or the Class A-2 Controlled Amortization Period.

            "Series 1997-1 Demand Note" means each demand note made by a Demand
Note Issuer, substantially in the form of EXHIBIT C to this Supplement, as
amended, modified or restated from time to time.

            "Series 1997-1 Demand Note Payment Amount" means, as of the Series
1997-1 Letter of Credit Termination Date, the aggregate amount of all proceeds
of demands made on the


                                      -8-
<PAGE>

Series 1997-1 Demand Notes pursuant to SECTION 2.5(b) or (c) of this Supplement
that were deposited into the Series 1997-1 Distribution Account and paid to the
Series 1997-1 Noteholders during the one year period ending on the Series 1997-1
Letter of Credit Termination Date; PROVIDED, HOWEVER that if an Event of
Bankruptcy (or the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of 60 consecutive days) with
respect to a Demand Note Issuer shall have occurred during such one year period,
the Series 1997-1 Demand Note Payment Amount as of the Series 1997-1 Letter of
Credit Termination Date shall equal the Series 1997-1 Demand Note Payment Amount
as if it were calculated as of the date of such occurrence.

            "Series-1997-1 Deposit Date" has the meaning specified in Section
2.2 of this Supplement.

            "Series 1997-1 Distribution Account" has the meaning specified in
Section 2.9(a) of this Supplement.

            "Series 1997-1 Distribution Account Collateral" has the meaning
specified in Section 2.9(d) of this Supplement.

            "Series 1997-1 Eligible Letter of Credit Provider" means a person
satisfactory to ARAC, the Demand Note Issuers and the Surety Provider and
having, at the time of the issuance of the related Series 1997-1 Letter of
Credit, a long-term senior unsecured debt rating (or the equivalent thereof in
the case of Moody's or S&P, as applicable) of at least "A+" from S&P and at
least "Al" from Moody's and a short-term senior unsecured debt rating of at
least "P-1" from Moody's that is (a) a commercial bank having total assets in
excess of $500,000,000, (b) a finance company, insurance company or other
financial institution that in the ordinary course of business issues letters of
credit and has total assets in excess of $200,000,000 or (c) any other financial
institution; PROVIDED that if a person is not a Series 1997-1 Letter of Credit
Provider (or a letter of credit provider under the Supplement for any other
Series of Notes), then such person shall not be a Series 1997-1 Eligible Letter
of Credit Provider until AFC-II has provided 10 days' prior notice to the Rating
Agencies that such person has been proposed as a Series 1997-1 Letter of Credit
Provider.

            "Series 1997-1 Enhancement" means the Series 1997-1 Cash Collateral
Account Collateral, the Series 1997-1 Letters of Credit, the Series 1997-1
Overcollateralization Amount and the Series 1997-1 Reserve Account Amount.

            "SERIES 1997-1 ENHANCEMENT AMOUNT" means, as of any date of
determination, the sum of (i) the Series 1997-1 Overcollateralization Amount,
(ii) the Series 1997-1 Letter of Credit Amount and (iii) the Series 1997-1
Available Reserve Account Amount as of such date.

            "Series 1997-1 Enhancement Deficiency" means, on any date of
determination, the amount by which the Series 1997-1 Enhancement Amount is less
than the Series 1997-1 Required Enhancement Amount as of such date.


                                      -9-
<PAGE>

            "Series 1997-1 Excess Collection Account" has the meaning specified
in Section 2.1(b) of this Supplement.

            "Series 1997-1 Initial Invested Amount" means the sum of the Class
A-1 Initial Invested Amount and the Class A-2 Initial Invested Amount.

            "Series 1997-1 Interest Period" means a period commencing on and
including a Distribution Date and ending on and including the day preceding the
next succeeding Distribution Date; PROVIDED, HOWEVER, that the initial Series
1997-1 Interest Period shall commence on and include the Series 1997-1 Closing
Date and end on and include August 19, 1997.

            "Series 1997-1 Invested Amount" means, as of any date of
determination, the sum of the Class A-1 Invested Amount and the Class A-2
Invested Amount as of such date.

            "Series 1997-1 Invested Percentage" means as of any date of
determination:

            (a) when used with respect to Principal Collections, the percentage
      equivalent (which percentage shall never exceed 100%) of a fraction the
      numerator of which shall be equal to the sum of the Series 1997-1 Invested
      Amount and the Series 1997-1 Overcollateralization Amount, determined
      during the Series 1997-1 Revolving Period as of the end of the Related
      Month (or, until the end of the initial Related Month, on the Series
      1997-1 Closing Date), or, during the Series 1997-1 Controlled Amortization
      Period and the Series 1997-1 Rapid Amortization Period, as of the end of
      the Series 1997-1 Revolving Period, and the denominator of which shall be
      the greater of (I) the Aggregate Asset Amount as of the end of the Related
      Month or, until the end of the initial Related Month, as of the Series
      1997-1 Closing Date, and (II) as of the same date as in clause (I), the
      sum of the numerators used to determine (i) invested percentages for
      allocations with respect to Principal Collections (for all Series of Notes
      and all classes of such Series of Notes) and (ii) overcollateralization
      percentages for allocations with respect to Principal Collections (for all
      Series of Notes that provide for credit enhancement in the form of
      overcollateralization); and

            (b) when used with respect to Interest Collections, the percentage
      equivalent (which percentage shall never exceed 100%) of a fraction the
      numerator of which shall be the Accrued Amounts with respect to the Series
      1997-1 Notes on such date of determination, and the denominator of which
      shall be the aggregate Accrued Amounts with respect to all Series of Notes
      on such date of determination.

            "Series 1997-1 Lease Payment Deficit" means on any Distribution Date
an amount equal to the excess, if any, of the aggregate amount of Interest
Collections and Principal Collections which pursuant to SECTION 2.2(a), (b),
(c), or (d) of this Supplement would have been allocated to the Series 1997-1
Noteholders if all payments required under the Leases to have been made during
the period from and excluding the immediately preceding Distribution Date to and
including such Distribution Date were made in full, over the aggregate amount of
Interest Collections and Principal Collections which pursuant to SECTION 2.2(a),
(b), (c), or (d) of this


                                      -10-
<PAGE>

Supplement have been allocated to the Series 1997-1 Noteholders during such
period. For this purpose, amounts paid or determined pursuant to SECTION
2.2(a)(ii), (b)(ii), (c)(ii), and (d)(ii) of this Supplement shall be deemed
allocated to the Series 1997-1 Noteholders.

            "Series 1997-1 Letter of Credit" means an irrevocable letter of
credit, if any, substantially in the form of EXHIBIT D to this Supplement issued
by a Series 1997-1 Eligible Letter of Credit Provider in favor of the Trustee
for the benefit of the Series 1997-1 Noteholders and the Surety Provider in form
and substance satisfactory (including the issuance of legal opinions addressing
enforceability and preference issues) to the Surety Provider.

            "Series 1997-1 Letter of Credit Amount" means, as of any date of
determination, the lesser of (a) the sum of (i) the aggregate amount available
to be drawn on such date under each Series 1997-1 Letter of Credit, as specified
therein, and (ii) if the Series 1997-1 Cash Collateral Account has been
established and funded pursuant to SECTION 2.8 of this Supplement, the Series
1997-1 Available Cash Collateral Account Amount on such date and (b) the
aggregate outstanding principal amount of the Series 1997-1 Demand Notes on such
date.

            "Series 1997-1 Letter of Credit Expiration Date" means, with respect
to any Series 1997-1 Letter of Credit, the expiration date set forth in such
Series 1997-1 Letter of Credit, as such date may be extended in accordance with
the terms of such Series 1997-1 Letter of Credit.

            "Series 1997-1 Letter of Credit Liquidity Amount" means, as of any
date of determination, the sum of (a) the aggregate amount available to be drawn
on such date under each Series 1997-1 Letter of Credit, as specified therein,
and (b) if the Series 1997-1 Cash Collateral Account has been established and
funded pursuant to SECTION 2.8 of this Supplement, the Series 1997-1 Available
Cash Collateral Account Amount on such date.

            "Series 1997-1 Letter of Credit Provider" means the issuer of a
Series 1997-1 Letter of Credit.

            "Series 1997-1 Letter of Credit Termination Date" means the first to
occur of (a) the date on which the Series 1997-1 Notes are fully paid and the
Surety Provider has been paid all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts then due, (b) the Series 1997-1 Termination Date
and (c) such earlier date consented to by the Surety Provider and the Rating
Agencies which consent by the Surety Provider shall be in writing.

            "Series 1997-1 Limited Liquidation Event of Default" means, so long
as such event or condition continues, any event or condition of the type
specified in clauses (a) through (g) of Article III of this Supplement;
provided, however, that any event or condition of the type specified in clauses
(a) through (e) of Article III of this Supplement shall not constitute a Series
1997-1 Limited Liquidation Event of Default if (i) within such thirty (30) day
period, such Amortization Event shall have been cured and, after such cure of
such Amortization Event is provided for, the Trustee shall have received the
written consent of the Surety Provider waiving the occurrence of such Series
1997-1 Limited Liquidation Event of Default or (ii) the Trustee shall have
received the written consent of the Surety Provider waiving the occurrence of
such Series 1997-1 Limited Liquidation Event of Default.


                                      -11-
<PAGE>

            "Series 1997-1 Liquidity Amount" means, as of any date of
determination, the sum of (a) the Series 1997-1 Letter of Credit Liquidity
Amount on such date and (b) the Series 1997-1 Available Reserve Account Amount
on such date.

            "Series 1997-1 Maximum Aggregate Subaru/Hyundai/Suzuki Amount"
means, as of any day, with respect to Subaru, Hyundai and Suzuki, in the
aggregate, an amount equal to 10% of the aggregate Net Book Value of all
Vehicles leased under the Leases on such day.

            "Series 1997-1 Maximum Amount" means any of the Series 1997-1
Maximum Manufacturer Amounts, the Series 1997-1 Maximum Non-Eligible
Manufacturer Amount, the Series 1997-1 Maximum Non-Program Vehicle Amount or the
Series 1997-1 Maximum Specified States Amount.

            "Series 1997-1 Maximum Individual Subaru/Hyundai/Suzuki Amount"
means, as of any day, with respect to Subaru, Hyundai or Suzuki, individually,
an amount equal to 5% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.

            "Series 1997-1 Maximum Manufacturer Amount" means, as of any day,
any of the Series 1997-1 Maximum Mitsubishi Amount, the Series 1997-1 Maximum
Individual Subaru/Hyundai/Suzuki Amount, the Series 1997-1 Maximum Aggregate
Subaru/Hyundai/Suzuki Amount, the Series 1997-1 Maximum Mazda Amount or the
Series 1997-1 Maximum Mazda Program Vehicle Amount.

            "Series 1997-1 Maximum Mazda Amount" means, as of any day, an amount
equal to 20% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

            "Series 1997-1 Maximum Mazda Program Vehicle Amount" means, as of
any day, an amount equal to the Series 1997-1 Maximum Mazda Program Vehicle
Percentage of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

            "Series 1997-1 Maximum Mazda Program Vehicle Percentage" means 20%
or such lesser percentage as may be agreed to in writing by AFC-II and the
Surety Provider (initially 5%) on or after the Series 1997-1 Closing Date, with
prompt written notice thereof delivered by AFC-II to the Trustee.

            "Series 1997-1 Maximum Mitsubishi Amount" means, as of any day, an
amount equal to 10% of the aggregate Net Book Value of all Vehicles leased under
the Leases on such day.

            "Series 1997-1 Maximum Non-Eligible Manufacturer Amount" means, as
of any day, an amount equal to 3% of the aggregate Net Book Value of all
Vehicles leased under the Leases on such day.

            "Series 1997-1 Maximum Non-Program Vehicle Amount" means, as of any
day, an amount equal to the Series 1997-1 Maximum Non-Program Vehicle Percentage
of the aggregate Net Book Value of all Vehicles leased under the Leases on such
day.


                                      -12-
<PAGE>

            "Series 1997-1 Maximum Non-Program Vehicle Percentage" means 25% or
such lesser percentage as may be agreed to in writing by AFC-II and the Surety
Provider (initially 25%) on or after the Series 1997-1 Closing Date, with prompt
written notice thereof delivered by AFC-II to the Trustee.

            "Series 1997-1 Maximum Specified States Amount" means, as of any
day, an amount equal to 7.5% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.

            "Series 1997-1 Monthly Interest" means, with respect to any Series
1997-1 Interest Period, the sum of the Class A-1 Monthly Interest and the Class
A-2 Monthly Interest for such Series 1997-1 Interest Period.

            "Series 1997-1 Non-Program Vehicle Percentage" means, as of any date
of determination, a fraction, expressed as a percentage, the numerator of which
is the aggregate Net Book Value of all Non-Program Vehicles leased under the
AESOP I Operating Lease as of such date and the denominator of which is the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date.

            "Series 1997-1 Noteholders" means the Class A-1 Noteholders and the
Class A-2 Noteholders.

            "Series 1997-1 Note Rate" means the Class A-1 Note Rate or the Class
A-2 Note Rate, as the context may require.

            "Series 1997-1 Notes" means, collectively, the Class A-1 Notes and
the Class A-2 Notes.

            "Series 1997-1 Overcollateralization Amount" means (i) as of any
date on which no AESOP I Operating Lease Vehicle Deficiency exists, the Series
1997-1 Required Overcollateralization Amount as of such date and (ii) as of any
date on which an AESOP I Operating Lease Vehicle Deficiency exists, the excess,
if any, of (x) the Series 1997-1 AESOP I Operating Lease Loan Agreement
Borrowing Base as of such date over (y) the Series 1997-1 Invested Amount as of
such date.

            "Series 1997-1 Percentage" means, as of any date of determination, a
fraction, expressed as a percentage, the numerator of which is the Series 1997-1
Invested Amount as of such date and the denominator of which is the aggregate
Invested Amount of each Series of Notes outstanding as of such date.

            "Series 1997-1 Principal Allocation" has the meaning specified in
Section 2.2(a)(ii) of this Supplement.

            "Series 1997-1 Program Vehicle Percentage" means, as of any date of
determination, a fraction, expressed as a percentage, the numerator of which is
the aggregate Net Book Value of all Program Vehicles leased under the AESOP I
Operating Lease as of such date


                                      -13-
<PAGE>

and the denominator of which is the aggregate Net Book Value of all Vehicles
leased under the AESOP I Operating Lease as of such date.

            "Series 1997-1 Rapid Amortization Period" means the period beginning
at the close of business on the Business Day immediately preceding the day on
which an Amortization Event is deemed to have occurred with respect to the
Series 1997-1 Notes and ending upon the earliest to occur of (i) the date on
which the Series 1997-1 Notes are fully paid and the Surety Provider has been
paid all Surety Provider Fees and all other Surety Provider Reimbursement
Amounts then due, (ii) the Series 1997-1 Termination Date and (iii) the
termination of the Indenture.

            "Series 1997-1 Reimbursement Agreement" means any and each agreement
providing for the reimbursement of a Series 1997-1 Letter of Credit Provider for
draws under its Series 1997-1 Letter of Credit as the same may be amended,
supplemented, restated or otherwise modified from time to time.

            "Series 1997-1 Repurchase Amount" has the meaning specified in
Section 6.1 of this Supplement.

            "Series 1997-1 Required AESOP I Operating Lease Vehicle Amount"
means, as of any date of determination, the sum of the Series 1997-1 Invested
Amount and the Series 1997-1 Required Overcollateralization Amount as of such
date.

            "Series 1997-1 Required Enhancement Amount" means, as of any date of
determination, the sum of (i) the product of the Series 1997-1 Required
Enhancement Percentage as of such date and the Series 1997-1 Invested Amount as
of such date, (ii) the Series 1997-1 Percentage of the excess, if any, of the
Non-Program Vehicle Amount as of such date over the Series 1997-1 Maximum
Non-Program Vehicle Amount as of such date, (iii) the Series 1997-1 Percentage
of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Mitsubishi and leased under the Leases as of such date over the
Series 1997-1 Maximum Mitsubishi Amount as of such date, (iv) the Series 1997-1
Percentage of the excess, if any, of the aggregate Net Book Value of all
Vehicles manufactured by Subaru, Hyundai or Suzuki, individually, and leased
under the Leases as of such date over the Series 1997-1 Maximum Individual
Subaru/Hyundai/Suzuki Amount as of such date, (v) the Series 1997-1 Percentage
of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Subaru, Hyundai or Suzuki, in the aggregate, and leased under
the Leases as of such date over the Series 1997-1 Maximum Aggregate
Subaru/Hyundai/Suzuki Amount as of such date, (vi) the Series 1997-1 Percentage
of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Mazda and leased under the Leases as of such date over the
Series 1997-1 Maximum Mazda Amount as of such date, (vii) the Series 1997-1
Percentage of the excess, if any, of the aggregate Net Book Value of all Program
Vehicles manufactured by Mazda and leased under the Leases as of such date over
the Series 1997-1 Maximum Mazda Program Vehicle Amount as of such date, (viii)
the Series 1997-1 Percentage of the excess, if any, of the Specified States
Amount as of such date over the Series 1997-1 Maximum Specified States Amount as
of such date and (ix) the Series 1997-1 Percentage of the excess, if any, of the


                                      -14-
<PAGE>

Non-Eligible Manufacturer Amount as of such date over the Series 1997-1 Maximum
Non-Eligible Manufacturer Amount as of such date.

            "Series 1997-1 Required Enhancement Percentage" means, as of any
date of determination, a fraction, expressed as a percentage, the numerator of
which is the sum of (i) the product of (A) 11% times (B) the Series 1997-1
Program Vehicle Percentage as of such date times (C) the Series 1997-1 Invested
Amount as of such date and (ii) the product of (A) the Series 1997-1 Required
Non-Program Enhancement Percentage as of such date times (B) the Series 1997-1
Non-Program Vehicle Percentage as of such date times (C) the Series 1997-1
Invested Amount as of such date and the denominator of which is the Series
1997-1 Invested Amount as of such date.

            "Series 1997-1 Required Liquidity Amount" means, with respect to any
Distribution Date, an amount equal to 4.00% of the Series 1997-1 Invested Amount
on such Distribution Date (after giving effect to any payments of principal to
be made on the Series 1997-1 Notes on such Distribution Date).

            "Series 1997-1 Required Non-Program Enhancement Percentage" means,
as of any date of determination, the greater of (a) 15% and (b) the sum of (i)
15% and (ii) the sum, for each calendar month within the preceding twelve
calendar months (or such fewer number of calendar months as have elapsed since
the Series 1997-1 Closing Date), of the greater of (x) an amount (not less than
zero) equal to 100% minus the Measurement Month Average for the immediately
preceding Measurement Month and (y) an amount (not less than zero) equal to 100%
minus the Market Value Average as of the Determination Date within such calendar
month (excluding the Market Value Average for any Determination Date which has
not yet occurred).

            "Series 1997-1 Required Overcollateralization Amount" means, as of
any date of determination, the excess, if any, of the Series 1997-1 Required
Enhancement Amount over the sum of (i) the Series 1997-1 Letter of Credit Amount
as of such date and (ii) the amount of cash and Permitted Investments on deposit
in the Series 1997-1 Collection Account (not including amounts allocable to the
Series 2001-1 Accrued Interest Account) and the Series 1997-1 Excess Collection
Account on such date.

            "Series 1997-1 Required Reserve Account Amount" means, with respect
to any Distribution Date, an amount equal to the excess, if any, of the Series
1997-1 Required Liquidity Amount on such Distribution Date over the Series
1997-1 Liquidity Amount (calculated as if the Series 1997-1 Available Reserve
Account Amount is zero) on such Distribution Date (after giving effect to any
payments of principal to be made on the Series 1997-1 Notes an such Distribution
Date).

            "Series 1997-1 Reserve Account" has the meaning specified in Section
2.7(a) of this Supplement.

            "Series 1997-1 Reserve Account Collateral" has the meaning specified
in Section 2.7(d) of this Supplement.


                                      -15-
<PAGE>

            "Series 1997-1 Reserve Account Surplus" means, with respect to any
Distribution Date, the excess, if any, of the Series 1997-1 Available Reserve
Account Amount over the Series 1997-1 Required Reserve Account Amount on such
Distribution Date.

            "Series 1997-1 Revolving Period" means the period from and including
the Series 1997-1 Closing Date to the earlier of (i) the commencement of the
Series 1997-1 Controlled Amortization Period and (ii) the commencement of any
Series 1997-1 Rapid Amortization Period.

            "Series 1997-1 Termination Date" means the October 2003 Distribution
Date.

            "SERIES 1997-1 UNPAID DEMAND AMOUNT" shall mean, with respect to any
single draw pursuant to Section 2.5(b) or (c) on the Series 1997-1 Letters of
Credit, the aggregate amount drawn by the Trustee on all Series 1997-1 Letters
of Credit.

            "Series 1997-2 Supplement" means the supplement to the Base
Indenture authorizing the issuance of the Series of Notes designated as the
Series 1997-2 Notes.

            "Series 1997-1 Shortfall" has the meaning specified in Section
2.3(h) of this Supplement.

            "Supplement" has the meaning set forth in the preamble.

            "Surety Bond" means the Note Guaranty Insurance Policy No. 24464,
dated July 30, 1997, issued by the Surety Provider.

            "Surety Default" means (i) the occurrence and continuance of any
failure by the Surety Provider to pay upon a demand for payment in accordance
with the requirements of the Surety Bond or (ii) the occurrence of an Event of
Bankruptcy with respect to the Surety Provider.

            "Surety Provider" means MBIA Insurance Corporation, a New York stock
insurance company. The Surety Provider shall constitute an "Enhancement
Provider" with respect to the Series 1997-1 Notes for all purposes under the
Indenture and the other Related Documents.

            "Surety Provider Fee" has the meaning set forth in the Insurance
Agreement.

            "Surety Provider Reimbursement Amounts" means, as of any date of
determination, (i) an amount equal to the aggregate of any amounts due as of
such date to the Surety Provider pursuant to the Insurance Agreement in respect
of unreimbursed draws under the Surety Bond, including interest thereon
determined in accordance with the Insurance Agreement, and (ii) an amount equal
to the aggregate of any other amounts due as of such date to the Surety Provider
pursuant to the Insurance Agreement.

            "Temporary Global Class A-1 Note" has the meaning specified in
Section 5.2 of this Supplement.


                                      -16-
<PAGE>

            "Temporary Global Class A-2 Note" has the meaning specified in
Section 5.2 of this Supplement.

            "Termination Date Disbursement" means an amount drawn under a Series
1997-1 Letter of Credit pursuant to a Certificate of Termination Date Demand.

            "Termination Disbursement" means an amount drawn under a Series
1997-1 Letter of Credit pursuant to a Certificate of Termination Demand.

            "Unpaid Demand Note Disbursement" means an amount drawn under a
Series 1997-1 Letter of Credit pursuant to a Certificate of Unpaid Demand Note
Demand.

            "Waiver Event" means the occurrence of the delivery of a Waiver
Request and the subsequent waiver of any Series 1997-1 Maximum Amount.

            "Waiver Request" has the meaning set forth in Article IV of this
Supplement.

                                   ARTICLE II

                            SERIES 1997-1 ALLOCATIONS

            With respect to the Series 1997-1 Notes only, the following shall
apply:

            Section 2.1 ESTABLISHMENT OF SERIES 1997-1 COLLECTION ACCOUNT,
SERIES 1997-1 EXCESS COLLECTION ACCOUNT AND SERIES 1997-1 ACCRUED INTEREST
ACCOUNT. All Collections allocable to the Series 1997-1 Notes shall be allocated
to the Collection Account.

            (b) The Trustee will create three administrative subaccounts within
the Collection Account for the benefit of the Series 1997-1 Noteholders and the
Surety Provider: the Series 1997-1 Collection Account (such sub-account, the
"Series 1997-1 Collection Account"), the Series 1997-1 Excess Collection Account
(such sub-account, the "Series 1997-1 Excess Collection Account") and the Series
1997-1 Accrued Interest Account (such sub-account, the "Series 1997-1 Accrued
Interest Account").

            Section 2.2 ALLOCATIONS WITH RESPECT TO THE SERIES 1997-1 NOTES. The
proceeds from the initial sale of the Series 1997-1 Notes will be deposited into
the Collection Account. On each Business Day on which Collections are deposited
into the Collection Account (each such date, a "Series 1997-1 Deposit Date"),
the Administrator will direct the Trustee in writing pursuant to the
Administration Agreement to allocate all amounts deposited into the Collection
Account in accordance with the provisions of this Section 2.2:

            (a) ALLOCATIONS OF COLLECTIONS DURING SERIES 1997-1 REVOLVING
      PERIOD. During the Series 1997-1 Revolving Period, the Administrator will
      direct the Trustee in writing pursuant to the Administration Agreement to
      allocate on each day, prior to 11:00 a.m. (New York City time) on each
      Series 1997-1 Deposit Date, all amounts deposited into the Collection
      Account as set forth below:


                                      -17-
<PAGE>

                  (i) allocate to the Series 1997-1 Collection Account an amount
            equal to the Series 1997-1 Invested Percentage (as of such day) of
            the aggregate amount of Interest Collections on such day. All such
            amounts allocated to the Series 1997-1 Collection Account shall be
            further allocated to the Series 1997-1 Accrued Interest Account; and

                  (ii) allocate to the Series 1997-1 Excess Collection Account
            an amount equal to the Series 1997-1 Invested Percentage (as of such
            day) of the aggregate amount of Principal Collections on such day
            (for any such day, the "Series 1997-1 Principal Allocation");
            PROVIDED, HOWEVER, if a Waiver Event shall have occurred, then such
            allocation shall be modified as provided in Article IV of this
            Supplement.

            (b) ALLOCATIONS OF COLLECTIONS DURING ANY SERIES 1997-1 CONTROLLED
      AMORTIZATION PERIOD. With respect to any Series 1997-1 Controlled
      Amortization Period, the Administrator will direct the Trustee in writing
      pursuant to the Administration Agreement to allocate, prior to 11:00 a.m.
      (New York City time) on any Series 1997-1 Deposit Date, all amounts
      deposited into the Collection Account as set forth below:

                  (i) allocate to the Series 1997-1 Collection Account an amount
            determined as set forth in Section 2.2(a)(i) above for such day,
            which amount shall be further allocated to the Series 1997-1 Accrued
            Interest Account; and

                  (ii) (A) with respect to the Class A-1 Controlled Amortization
            Period, allocate to the Series 1997-1 Collection Account an amount
            equal to the Series 1997-1 Principal Allocation for such day, which
            amount shall be used to make principal payments in respect of the
            Class A-1 Notes; PROVIDED, HOWEVER, that if the Monthly Total
            Principal Allocation exceeds the Class A-1 Controlled Distribution
            Amount, then the amount of such excess shall be allocated to the
            Series 1997-1 Excess Collection Account; and PROVIDED FURTHER that
            if a Waiver Event shall have occurred, then such allocation shall be
            modified as provided in Article IV of this Supplement; and (B) with
            respect to the Class A-2 Controlled Amortization Period, allocate to
            the Series 1997-1 Collection Account an amount equal to the Series
            1997-1 Principal Allocation for such day, which amount shall be used
            to make principal payments in respect of the Class A-2 Notes;
            PROVIDED, HOWEVER, that if the Monthly Total Principal Allocation
            exceeds the Class A-2 Controlled Distribution Amount, then the
            amount of such excess shall be allocated to the Series 1997-1 Excess
            Collection Account; and PROVIDED FURTHER that if a Waiver Event
            shall have occurred, then such allocation shall be modified as
            provided in Article IV of this Supplement.

            (c) ALLOCATIONS OF COLLECTIONS DURING THE SERIES 1997-1 RAPID
      AMORTIZATION PERIOD. With respect to the Series 1997-1 Rapid Amortization
      Period, other than after the occurrence of an Event of Bankruptcy with
      respect to ARAC, any other Lessee or Avis Group Holdings, Inc. ("AGH"),
      the Administrator will direct the Trustee in writing pursuant to the
      Administration Agreement to allocate, prior to 11:00 a.m. (New York City


                                      -18-
<PAGE>

      time) on any Series 1997-1 Deposit Date, all amounts deposited into the
      Collection Account as set forth below:

                  (i) allocate to the Series 1997-1 Collection Account an amount
            determined as set forth in Section 2.2(a)(i) above for such day,
            which amount shall be further allocated to the Series 1997-1 Accrued
            Interest Account; and

                  (ii) allocate to the Series 1997-1 Collection Account an
            amount equal to the Series 1997-1 Principal Allocation for such day,
            which amount shall be used to make principal payments in respect of
            the Class A-1 Notes and the Class A-2 Notes, ratably, without
            preference or priority of any kind, until the Series 1997-1 Invested
            Amount is paid in full.

            (d) ALLOCATIONS OF COLLECTIONS AFTER THE OCCURRENCE OF AN EVENT OF
      BANKRUPTCY. After the occurrence of an Event of Bankruptcy with respect to
      ARAC, any other Lessee or AGH, the Administrator will direct the Trustee
      in writing pursuant to the Administration Agreement to allocate, prior to
      11:00 a.m. (New York City time) on any Series 1997-1 Deposit Date, all
      amounts attributable to the AESOP I Operating Lease Loan Agreement
      deposited into the Collection Account as set forth below:

                  (i) allocate to the Series 1997-1 Collection Account an amount
            equal to the Series 1997-1 AESOP I Operating Lease Vehicle
            Percentage as of the date of the occurrence of such Event of
            Bankruptcy of the aggregate amount of Interest Collections made
            under the AESOP I Operating Lease Loan Agreement. All such amounts
            allocated to the Series 1997-1 Collection Account shall be further
            allocated to the Series 1997-1 Accrued Interest Account;

                  (ii) allocate to the Series 1997-1 Collection Account an
            amount equal to the Series 1997-1 AESOP I Operating Lease Vehicle
            Percentage as of the date of the occurrence of such Event of
            Bankruptcy of the aggregate amount of Principal Collections made
            under the AESOP I Operating Lease Loan Agreement, which amount shall
            be used to make principal payments in respect of the Class A-1 Notes
            and the Class A-2 Notes, ratably, without preference or priority of
            any kind, until the Series 1997-1 Invested Amount is paid in full.

      After the occurrence of an Event of Bankruptcy with respect to ARAC, any
      other Lessee or AGH, the Administrator will direct the Trustee in writing
      pursuant to the Administration Agreement to allocate all, amounts
      attributable to the AESOP I Finance Lease Loan Agreement and the AESOP II
      Loan Agreement in accordance with the provisions of the Series 1997-2
      Supplement.

            (e) SERIES 1997-1 EXCESS COLLECTION ACCOUNT. Amounts allocated to
      the Series 1997-1 Excess Collection Account on any Series 1997-1 Deposit
      Date will be (w) first, deposited in the Series 1997-1 Reserve Account in
      an amount up to the excess, if any, of the Series 1997-1 Required Reserve
      Account Amount for such date over the Series 1997-1 Available Reserve
      Account Amount for such date, (x) second, used to pay


                                      -19-
<PAGE>

      the principal amount of other Series of Notes that are then in
      amortization, (y) third, released to AESOP Leasing in an amount equal to
      the product of (A) the Loan Agreement's Share with respect to the AESOP I
      Operating Lease Loan Agreement as of such date TIMES (B) 100% minus the
      Loan Payment Allocation Percentage with respect to the AESOP I Operating
      Lease Loan Agreement as of such date TIMES (C) the amount of any remaining
      funds and (z) fourth, paid to AFC-II and used to make Loans under the Loan
      Agreements to the extent the Borrowers have requested Loans thereunder,
      Eligible Vehicles are available for financing thereunder; provided, in the
      case of clauses (x), (y) and (z), that no Amortization Event, Series
      1997-1 Enhancement Deficiency or AESOP I Operating Lease Vehicle
      Deficiency would result therefrom or exist immediately thereafter. Upon
      the occurrence of an Amortization Event, funds on deposit in the Series
      1997-1 Excess Collection Account will be withdrawn by the Trustee,
      deposited in the Series 1997-1 Collection Account and allocated as
      Principal Collections to reduce the Series 1997-1 Invested Amount on the
      immediately succeeding Distribution Date.

            Section 2.3 PAYMENTS TO NOTEHOLDERS. On each Determination Date, as
provided below, the Administrator shall instruct the Paying Agent in writing
pursuant to the Administration Agreement to withdraw, and on the following
Distribution Date the Paying Agent, acting in accordance with such instructions,
shall withdraw the amounts required to be withdrawn from the Collection Account
pursuant to Sections 2.3(a) and (g) below in respect of all funds available from
Interest Collections processed since the preceding Distribution Date and
allocated to the holders of the Series 1997-1 Notes.

            (a) NOTE INTEREST WITH RESPECT TO THE SERIES 1997-1 NOTES. On each
      Determination Date, the Administrator shall instruct the Trustee and the
      Paying Agent in writing pursuant to Administration Agreement as to the
      amount to be withdrawn and paid pursuant to Section 2.4 of this Supplement
      from the Series 1997-1 Accrued Interest Account to the extent funds are
      anticipated to be available from Interest Collections allocable to the
      Series 1997-1 Notes processed from but not including the preceding
      Distribution Date through the succeeding Distribution Date in respect of
      (x) first, an amount equal to Series 1997-1 Monthly Interest for the
      Series 1997-1 Interest Period ending on the day preceding the related
      Distribution Date, (y) second, an amount equal to the amount of any unpaid
      Series 1997-1 Shortfalls as of the preceding Distribution Date (together
      with any accrued interest on such Series 1997-1 Shortfalls) and (z) third,
      an amount equal to the Surety Provider Fee for such Series 1997-1 Interest
      Period PLUS any Surety Provider Reimbursement Amounts then due and owing.
      On the following Distribution Date, the Trustee shall withdraw the amounts
      described in Section 2.3 from the Series 1997-1 Accrued Interest Account
      and deposit such amounts in the Series 1997-1 Distribution Account.

            (b) LEASE PAYMENT DEFICIT NOTICE. On or before 10:00 a.m. (New York
      City time) on each Distribution Date, the Administrator shall notify the
      Trustee and the Surety Provider of the amount of any Series 1997-1 Lease
      Payment Deficit, such notification to be in the form of EXHIBIT E to this
      Supplement (each a "LEASE PAYMENT DEFICIT NOTICE").


                                      -20-
<PAGE>

            (c) WITHDRAWALS FROM SERIES 1997-1 RESERVE ACCOUNT. If the
      Administrator determines on any Distribution Date that the amounts
      available from the Series 1997-1 Accrued Interest Account are insufficient
      to pay the sum of the amounts described in clauses (x), (y) and (z) of
      SECTION 2.3(a) above on such Distribution Date, the Administrator shall
      instruct the Trustee in writing to withdraw from the Series 1997-1 Reserve
      Account and deposit in the Series 1997-1 Distribution Account on such
      Distribution Date an amount equal to the lesser of the Series 1997-1
      Available Reserve Account Amount and such insufficiency. During the
      continuance of a Surety Default, no amounts in respect of the Surety
      Provider Fee shall be drawn from the Series 1997-1 Reserve Account. The
      Trustee shall withdraw such amount from the Series 1997-1 Reserve Account
      and deposit such amount in the Series 1997-1 Distribution Account.

            (d) DRAWS ON SERIES 1997-1 LETTER OF CREDIT PRIOR TO THE SERIES
      1997-1 RAPID AMORTIZATION PERIOD. If the Administrator determines on any
      Distribution Date prior to the commencement of the Series 1997-1 Rapid
      Amortization Period that the sum of the amounts available from the Series
      1997-1 Accrued Interest Account PLUS the amount, if any, to be withdrawn
      from the Series 1997-1 Reserve Account pursuant to SECTION 2.3(c) above is
      insufficient to pay the sum of the amounts described in clauses (x), (y)
      and (z) of SECTION 2.3(a) above on such Distribution Date, the
      Administrator shall instruct the Trustee in writing to draw on the Series
      1997-1 Letter of Credit and, upon receipt of such notice by the Trustee on
      or prior to 11:00 a.m. (New York City time) on such Distribution Date, the
      Trustee shall, by 12:00 noon (New York City time) on such Distribution
      Date draw an amount (the "SECTION 2.3(d) AMOUNT") equal to the least of
      (i) such insufficiency, (ii) the Series 1997-1 Lease Payment Deficit on
      such Distribution Date and (iii) the Series 1997-1 Letter of Credit
      Liquidity Amount, on the Series 1997-1 Letters of Credit by presenting to
      each Series 1997-1 Letter of Credit Provider a draft (with a copy to the
      Surety Provider) accompanied by a Certificate of Lease Deficit Demand and
      shall cause the Lease Deficit Disbursement to be deposited in the Series
      1997-1 Distribution Account on such Distribution Date; PROVIDED, HOWEVER
      that if the Series 1997-1 Cash Collateral Account has been established and
      funded, the Administrator shall instruct the Trustee in writing to
      withdraw from the Series 1997-1 Cash Collateral Account and deposit in the
      Series 1997-1 Distribution Account a portion of the Section 2.3(d) Amount
      equal to the lesser of (x) the Series 1997-1 Cash Collateral Percentage on
      such Distribution Date of the lesser of such insufficiency and the Series
      1997-1 Lease Payment Deficit and (y) the Series 1997-1 Available Cash
      Collateral Account Amount on such Distribution Date and draw an amount
      equal to the remainder of the Section 2.3(d) Amount on the Series 1997-1
      Letters of Credit. During the continuance of a Surety Default, no amounts
      in respect of the Surety Provider Fee shall be drawn on the Series 1997-1
      Letters of Credit.

            (e) DRAWS ON SERIES 1997-1 LETTER OF CREDIT DURING A SERIES 1997-1
      RAPID AMORTIZATION PERIOD. If the Administrator determines on any
      Distribution Date during the Series 1997-1 Rapid Amortization Period that
      there exists a Series 1997-1 Lease Payment Deficit, the Administrator
      shall instruct the Trustee in writing to draw on the Series 1997-1 Letters
      of Credit and, upon receipt of such notice by the Trustee on or prior to
      11:00 a.m. (New York City time) on such Distribution Date, the Trustee
      shall, by 12:00 noon (New York City time) on such Distribution Date draw
      an amount (the "SECTION 2.3(e)


                                      -21-
<PAGE>

      AMOUNT") equal to the lesser of (i) such Series 1997-1 Lease Payment
      Deficit and (ii) the Series 1997-1 Letter of Credit Liquidity Amount, on
      the Series 1997-1 Letters of Credit by presenting to each Series 1997-1
      Letter of Credit Provider (with a copy to the Surety Provider) a draft
      accompanied by a Certificate of Lease Deficit Demand and shall cause the
      Lease Deficit Disbursement to be deposited in the Series 1997-1 Collection
      Account on such Distribution Date; PROVIDED, HOWEVER that if the Series
      1997-1 Cash Collateral Account has been established and funded, the
      Trustee shall withdraw from the Series 1997-1 Cash Collateral Account and
      deposit in the Series 1997-1 Collection Account a portion of the Section
      2.3(e) Amount equal to the lesser of (x) the Series 1997-1 Cash Collateral
      Percentage on such Distribution Date of the Series 1997-1 Lease Payment
      Deficit and (y) the Series 1997-1 Available Cash Collateral Account Amount
      on such Distribution Date and draw an amount equal to the remainder of the
      Section 2.3(e) Amount on the Series 1997-1 Letters of Credit. During the
      continuance of a Surety Default, no amounts in respect of the Surety
      Provider Fee shall be drawn on the Series 1997-1 Letters of Credit.

            (f) SURETY BOND. If the Administrator determines on any Distribution
      Date that the sum of the amounts available from the Series 1997-1 Accrued
      Interest Account PLUS the amount, if any, to be withdrawn from the Series
      1997-1 Reserve Account pursuant to SECTION 2.3(c) above PLUS the amount,
      if any, to be drawn under the Series 1997-1 Letters of Credit (and/or
      withdrawn from the Series 1997-1 Cash Collateral Account) pursuant to
      SECTIONS 2.3(d) or (e) above is insufficient to pay the Series 1997-1
      Monthly Interest for such Distribution Date, the Administrator shall
      instruct the Trustee in writing to make a demand on the Surety Bond and,
      upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New
      York City time) on such Distribution Date, the Trustee shall, by 12:00
      noon (New York City time) on such Distribution Date, make a demand on the
      Surety Bond in an amount equal to such insufficiency in accordance with
      the terms thereof (PROVIDED that for the purposes of a draw on the Surety
      Bond, the phrase "amounts in the Series 1997-1 Accrued Interest Account
      and the Series 1997-1 Reserve Account" in the Surety Bond shall include,
      without duplication, the Series 1997-1 Liquidity Amount) and shall cause
      the proceeds thereof to be deposited in the Series 1997-1 Distribution
      Account.

            (g) BALANCE. On or prior to the second Business Day preceding each
      Distribution Date, the Administrator shall instruct the Trustee and the
      Paying Agent in writing pursuant to the Administration Agreement to pay
      the balance (after making the payments required in Section 2.3(a) of this
      Supplement), if any, of the Interest Collections allocated to holders of
      the Series 1997-1 Notes since the preceding Distribution Date as follows:

                  (i) on each Distribution Date during the Series 1997-1
            Revolving Period or any Series 1997-1 Controlled Amortization
            Period, (1) first, to the Surety Provider, in an amount equal to (x)
            the Surety Provider Fee for the related Series 1997-1 Interest
            Period and, without duplication, (y) any Surety Provider
            Reimbursement Amounts then due and owing, (2) second, to the
            Administrator, an amount equal to the Series 1997-1 Percentage as of
            the beginning of such


                                      -22-
<PAGE>

            Series 1997-1 Interest Period of the portion of the Monthly
            Administration Fee payable by AFC-II (as specified in clause (iii)
            of the definition thereof) for such Series 1997-1 Interest Period,
            (3) third, to the Trustee, an amount equal to the Series 1997-1
            Percentage as of the beginning of such Series 1997-1 Interest Period
            of the Trustee's fees for such Series 1997-1 Interest Period, (4)
            fourth, to pay any Carrying Charges (other than Carrying Charges
            provided for above) to the Persons to whom such amounts are owed, an
            amount equal to the Series 1997-1 Percentage as of the beginning of
            such Series 1997-1 Interest Period of such Carrying Charges (other
            than Carrying Charges provided for above) for such Series 1997-1
            Interest Period and (5) fifth, the balance, if any ("Excess
            Collections"), shall be withdrawn by the Paying Agent from the
            Series 1997-1 Collection Account and deposited in the Series 1997-1
            Excess Collection Account; and

                  (ii) on each Distribution Date during the Series 1997-1 Rapid
            Amortization Period, (1) first, to the Surety Provider, in an amount
            equal to (x) the Surety Provider Fee for the related Series 1997-1
            Interest Period and, without duplication, (y) any Surety Provider
            Reimbursement Amounts then due and owing, (2) second, to the
            Trustee, an amount equal to the Series 1997-1 Percentage as of the
            beginning of such Series 1997-1 Interest Period of the Trustee's
            fees for such Series 1997-1 Interest Period, (3) third, to the
            Administrator, an amount equal to the Series 1997-1 Percentage as of
            the beginning of such Series 1997-1 Interest Period of the portion
            of the Monthly Administration Fee (as specified in clause (iii) of
            the definition thereof) payable by AFC-II for such Series 1997-1
            Interest Period, (4) fourth, to pay any Carrying Charges (other than
            Carrying Charges provided for above) to the Persons to whom such
            amounts are owed, an amount equal to the Series 1997-1 Percentage as
            of the beginning of such Series 1997-1 Interest Period of such
            Carrying Charges (other than Carrying Charges provided for above)
            for such Series 1997-1 Interest Period and (5) fifth, the balance,
            if any, shall constitute Excess Collections and shall be withdrawn
            by the Paying Agent from the Series 1997-1 Collection Account and
            deposited in the Series 1997-1 Excess Collection Account.

            (h) SHORTFALLS. If the amounts described in Section 2.3 are
      insufficient to pay the Series 1997-1 Monthly Interest on any Distribution
      Date, payments of interest to the Series 1997-1 Noteholders will be
      reduced on a PRO RATA basis by the amount of such deficiency. The
      aggregate amount, if any, of such deficiency on any Distribution Date
      shall be referred to as the "Series 1997-1 Shortfall." Interest shall
      accrue on any Series 1997-1 Shortfall at the Series 1997-1 Note Rate.

            Section 2.4 PAYMENT OF NOTE INTEREST. On each Distribution Date,
subject to Section 9.8 of the Base Indenture, the Paying Agent shall, in
accordance with Section 6.1 of the Base Indenture, pay to the Series 1997-1
Noteholders from the Series 1997-1 Distribution Account the amount deposited in
the Series 1997-1 Distribution Account for the payment of interest pursuant to
Section 2.3(a) of this Supplement and, to the extent necessary to pay interest
on the Series 1997-1 Notes, first, amounts on deposit in the Series 1997-1
Collection Account,


                                      -23-
<PAGE>

second, amounts on deposit in the Series 1997-1 Reserve Account and third,
proceeds of a demand on the Surety Bond made in accordance with the terms
thereof.

            Section 2.5 PAYMENT OF NOTE PRINCIPAL. MONTHLY PAYMENTS DURING
CONTROLLED AMORTIZATION PERIOD OR RAPID AMORTIZATION PERIOD. Commencing on the
second Determination Date during the Class A-1 Controlled Amortization Period or
the Class A-2 Controlled Amortization Period, as the case may be, or the first
Determination Date after the commencement of the Series 1997-1 Rapid
Amortization Period, the Administrator shall instruct the Trustee and the Paying
Agent in writing pursuant to the Administration Agreement and in accordance with
this Section 2.5 as to (i) the amount allocated to the Series 1997-1 Notes
during the Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii), as
the case may be, of this Supplement, (ii) any amounts to be withdrawn from the
Series 1997-1 Reserve Account or the Series 1997-1 Cash Collateral Account and
deposited into the Series 1997-1 Distribution Account, (iii) any amounts to be
drawn on the Series 1997-1 Letters of Credit and (iv) the amount of any demand
on the Surety Bond in accordance with the terms thereof. On the Distribution
Date following each such Determination Date, the Trustee shall withdraw the
amount allocated to the Series 1997-1 Notes during the Related Month pursuant to
Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, of this Supplement
from the Series 1997-1 Collection Account and deposit such amount in the Series
1997-1 Distribution Account, to be paid to the holders of the Series 1997-1
Notes. The entire principal amount of all Outstanding Class A-2 Notes shall be
due and payable on the Class A-2 Final Distribution Date.

            (b) FINAL DISTRIBUTION DATE. If the amount to be deposited in the
Series 1997-1 Distribution Account in accordance with SECTION 2.5(a) of this
Supplement with respect to the Series 1997-1 Final Distribution Date is less
than the Series 1997-1 Invested Amount, then, prior to 10:00 a.m. (New York City
time) on the second Business Day prior to such Series 1997-1 Final Distribution
Date, the Administrator shall instruct the Trustee in writing (with a copy to
the Surety Provider) to withdraw from the Series 1997-1 Reserve Account, an
amount equal to the lesser of the Series 1997-1 Available Reserve Account Amount
and such insufficiency and deposit it in the Series 1997-1 Distribution Account
on the Series 1997-1 Final Distribution Date. The Trustee shall withdraw such
amount from the Series 1997-1 Reserve Account and deposit such amount in the
Series 1997-1 Distribution Account on or prior to the Series 1997-1 Final
Distribution Date. If the Series 1997-1 Available Reserve Account Amount is less
than such insufficiency and there are any Series 1997-1 Letters of Credit on
such date, then, prior to 10:00 a.m. (New York City time) on the second Business
Day prior to such Series 1997-1 Final Distribution Date, the Administrator shall
instruct the Trustee in writing (with a copy to the Surety Provider) to make a
demand (a "DEMAND NOTICE") substantially in the form attached hereto as EXHIBIT
F on the Demand Note Issuers for payment under the Series 1997-1 Demand Notes in
an amount equal to the least of (i) the aggregate outstanding principal amount
of the Series 1997-1 Demand Notes, (ii) such remaining insufficiency and (iii)
the Series 1997-1 Letter of Credit Liquidity Amount. The Trustee shall, prior to
12:00 noon (New York City time) on the second day preceding the Series 1997-1
Final Distribution Date, deliver such Demand Notice to the Demand Note Issuers;
PROVIDED, HOWEVER, that if an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred
and be continuing, the Trustee shall not be required to deliver such Demand
Notice to the Demand Note Issuers.


                                      -24-
<PAGE>

The Trustee shall cause the proceeds of any demand on the Series 1997-1 Demand
Notes to be deposited into the Series 1997-1 Distribution Account. In the event
that either (x) on or prior to 10:00 a.m. (New York City time) on the Business
Day immediately preceding any Distribution Date next succeeding any date on
which a Demand Notice has been transmitted by the Trustee to the Demand Note
Issuers pursuant to this SECTION 2.5(b), the Demand Note Issuers shall have
failed to pay to the Trustee or deposit into the Series 1997-1 Distribution
Account the amount specified in such Demand Notice in whole or in part or (y)
due to the occurrence of an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to one or more of the Demand Note Issuers,
the Trustee shall not have delivered such Demand Notice to the Demand Note
Issuers on the second Business Day preceding the Series 1997-1 Final
Distribution Date, then, in the case of (x) or (y), the Trustee shall draw on
the Series 1997-1 Letters of Credit by 12:00 noon (New York City time) on such
Business Day an amount equal to the lesser of (a) the amount that the Demand
Note Issuers failed to pay under the Series 1997-1 Demand Notes (or, the amount
that the Trustee failed to demand for payment thereunder) and (b) the Series
1997-1 Letter of Credit Amount on such Business Day by presenting to each Series
1997-1 Letter of Credit Provider (with a copy to the Surety Provider) a draft
accompanied by a Certificate of Unpaid Demand Note Demand; PROVIDED, HOWEVER
that if the Series 1997-1 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 1997-1 Cash Collateral
Account and deposit in the Series 1997-1 Distribution Account an amount equal to
the lesser of (x) the Series 1997-1 Cash Collateral Percentage on such Business
Day of the amount that the Demand Note Issuers failed to pay under the Series
1997-1 Demand Notes (or, the amount that the Trustee failed to demand for
payment thereunder) and (y) the Series 1997-1 Available Cash Collateral Account
Amount on such Business Day and draw an amount equal to the remainder of the
amount that the Demand Note Issuers failed to pay under the Series 1997-1 Demand
Notes (or, the amount that the Trustee failed to demand for payment thereunder)
on the Series 1997-1 Letters of Credit. The Trustee shall deposit, or cause the
deposit of, the proceeds of any draw on the Series 1997-1 Letters of Credit and
the proceeds of any withdrawal from the Series 1997-1 Cash Collateral Account to
be deposited in the Series 1997-1 Distribution Account. If, after giving effect
to the deposit into the Series 1997-1 Distribution Account of the amount to be
deposited in accordance with SECTION 2.5(a) of this Supplement and the amounts
described in the preceding three sentences, the amount to be deposited in the
Series 1997-1 Distribution Account with respect to the Series 1997-1 Final
Distribution Date is or will be less than the Series 1997-1 Invested Amount, as
the case may be, the Trustee shall make a demand on the Surety Bond by 12:00
p.m. (New York City time) on the second Business Day preceding such Distribution
Date in an amount equal to such insufficiency in accordance with the terms
thereof (PROVIDED that for the purposes of a draw on the Surety Bond, the phrase
"amounts in the Series 1997-1 Accrued Interest Account and the Series 1997-1
Reserve Account" in the Surety Bond shall include, without duplication, the
Series 1997-1 Liquidity Amount) and shall cause the proceeds thereof to be
deposited in the Series 1997-1 Distribution Account. The entire outstanding
principal amount of the Series 1997-1 Notes shall be due and payable on the
Series 1997-1 Final Distribution Date.

            (c) PRINCIPAL DEFICIT AMOUNT. If on any Determination Date, the
Administrator determines that the Principal Deficit Amount with respect to the
next succeeding Distribution Date will be greater than zero, prior to 10:00 a.m.
(New York City time) on the


                                      -25-
<PAGE>

second Business Day prior to such Distribution Date, the Administrator shall
instruct the Trustee in writing (with a copy to the Surety Provider) to withdraw
from the Series 1997-1 Reserve Account and deposit in the Series 1997-1
Distribution Account on the following Distribution Date an amount equal to the
lesser of (i) the Series 1997-1 Available Reserve Account Amount and (ii) the
Principal Deficit Amount. The Trustee shall withdraw such amount from the Series
1997-1 Reserve Account and deposit such amount in the Series 1997-1 Distribution
Account on or prior to such Distribution Date. If the Series 1997-1 Available
Reserve Account Amount is less than the Principal Deficit Amount and there are
any Series 1997-1 Letters of Credit on such date, prior to 10:00 a.m. (New York
City time) on the second Business Day prior to such Distribution Date, the
Administrator shall instruct the Trustee in writing to deliver a Demand Notice
to the Demand Note Issuers demanding payment of an amount equal to the least of
(A) the aggregate outstanding principal amount of the Series 1997-1 Demand
Notes, (B) the remaining Principal Deficit Amount and (C) the Series 1997-1
Letter of Credit Liquidity Amount. The Trustee shall, prior to 12:00 noon (New
York City time) on the second Business Day preceding such Distribution Date,
deliver such Demand Notice to the Demand Note Issuers; PROVIDED, HOWEVER, that
if an Event of Bankruptcy (or the occurrence of an event described in clause (a)
of the definition thereof, without the lapse of a period of 60 consecutive days)
with respect to a Demand Note Issuer shall have occurred and be continuing, the
Trustee shall not be required to deliver such Demand Notice to the Demand Note
Issuers. The Trustee shall cause the proceeds of any demand on the Series 1997-1
Demand Note to be deposited into the Series 1997-1 Distribution Account. In the
event that either (x) on or prior to 10:00 a.m. (New York City time) on the
Business Day prior to such Distribution Date, any Demand Note Issuer shall have
failed to pay to the Trustee or deposit in the Series 1997-1 Distribution
Account the amount specified in such Demand Notice in whole or in part or (y)
due to the occurrence of an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to any Demand Note Issuer, the Trustee
shall not have delivered such Demand Notice to the Demand Note Issuers on the
second Business Day preceding such Distribution Date, then, in the case of (x)
or (y), the Trustee shall on such Business Day draw on the Series 1997-1 Letters
of Credit an amount equal to the lesser of (i) Series 1997-1 Letter of Credit
Amount and (ii) the aggregate amount that the Demand Note Issuers failed to pay
under the Series 1997-1 Demand Notes (or, the amount that the Trustee failed to
demand for payment thereunder) by presenting to each Series 1997-1 Letter of
Credit Provider (with a copy to the Surety Provider) a draft accompanied by a
Certificate of Unpaid Demand Note Demand; PROVIDED, HOWEVER, that if the Series
1997-1 Cash Collateral Account has been established and funded, the Trustee
shall withdraw from the Series 1997-1 Cash Collateral Account and deposit in the
Series 1997-1 Distribution Account an amount equal to the lesser of (x) the
Series 1997-1 Cash Collateral Percentage on such Business Day of the aggregate
amount that the Demand Note Issuers failed to pay under the Series 1997-1 Demand
Notes (or, the amount that the Trustee failed to demand for payment thereunder)
and (y) the Series 1997-1 Available Cash Collateral Account Amount on such
Business Day and draw an amount equal to the remainder of the aggregate amount
that the Demand Note Issuers failed to pay under the Series 1997-1 Demand Notes
(or, the amount that the Trustee failed to demand for payment thereunder) on the
Series 1997-1 Letters of Credit. The Trustee shall deposit into, or cause the
deposit of, the proceeds of any draw on the Series 1997-1 Letters of Credit and
the proceeds of any withdrawal from the Series 1997-1 Cash Collateral Account to
be deposited in


                                      -26-
<PAGE>

the Series 1997-1 Distribution Account. If the aggregate amount of the Series
1997-1 Demand Notes or the Series 1997-1 Letter of Credit Amount is less than
the remaining Principal Deficit Amount, the Trustee shall make a demand on the
Surety Bond by 12:00 noon (New York City time) on the second Business Day
preceding such Distribution Date in an amount equal to the amount of such
insufficiency and shall cause the proceeds thereof (PROVIDED that for the
purposes of a draw on the Surety Bond, the phrase "amounts in the Series 1997-1
Accrued Interest Account and the Series 1997-1 Reserve Account" in the Surety
Bond shall include, without duplication, the Series 1997-1 Liquidity Amount) to
be deposited in the Series 1997-1 Distribution Account.

            (d) DISTRIBUTION. On each Distribution Date occurring on or after
the date a withdrawal is made from the Series 1997-1 Collection Account pursuant
to Section 2.5(a) of this Supplement or amounts are deposited in the Series
1997-1 Distribution Account pursuant to Section 2.5(b) or (c) of this
Supplement, the Paying Agent shall, in accordance with Section 6.1 of the Base
Indenture, pay PRO RATA to each Class A-1 Noteholder or Class A-2 Noteholder, as
applicable, from the Series 1997-1 Distribution Account the amount deposited
therein pursuant to Section 2.5(a), (b) or (c) of this Supplement, to the extent
necessary to pay the Class A-1 Controlled Amortization Amount or the Class A-2
Controlled Amortization Amount during the Class A-1 Controlled Amortization
Period or the Class A-2 Controlled Amortization Period, respectively, or to the
extent necessary to pay the Class A-1 Invested Amount and the Class A-2 Invested
Amount during the Series 1997-1 Rapid Amortization Period.

            Section 2.6 ADMINISTRATOR'S FAILURE TO INSTRUCT THE TRUSTEE TO MAKE
A DEPOSIT OR PAYMENT. If the Administrator fails to give notice or instructions
to make any payment from or deposit into the Collection Account required to be
given by the Administrator, at the time specified in the Administration
Agreement or any other Related Document (including applicable grace periods),
the Trustee shall make such payment or deposit into or from the Collection
Account without such notice or instruction from the Administrator, provided that
the Administrator, upon request of the Trustee, promptly provides the Trustee
with all information necessary to allow the Trustee to make such a payment or
deposit. When any payment or deposit hereunder or under any other Related
Document is required to be made by the Trustee or the Paying Agent at or prior
to a specified time, the Administrator shall deliver any applicable written
instructions with respect thereto reasonably in advance of such specified time.

            Section 2.7 SERIES 1997-1 RESERVE ACCOUNT. Establishment of Series
1997-1 Reserve Account. AFC-II shall establish and maintain in the name of the
Series 1997-1 Agent for the benefit of the Series 1997-1 Noteholders and the
Surety Provider, or cause to be established and maintained, an account (the
"Series 1997-1 Reserve Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 1997-1
Noteholders and the Surety Provider. The Series 1997-1 Reserve Account shall be
maintained (i) with a Qualified Institution, or (ii) as a segregated trust
account with the corporate trust department of a depository institution or trust
company having corporate trust powers and acting as trustee for funds deposited
in the Series 1997-1 Reserve Account; PROVIDED that, if at any time such
Qualified Institution is no longer a Qualified Institution or the credit rating
of any securities issued by such depositary institution or trust company shall
be reduced to below BBB- by S&P or Baa3 by Moody's, then AFC-II shall, within 30
days of such reduction, establish a


                                      -27-
<PAGE>

new Series 1997-1 Reserve Account with a new Qualified Institution. If the
Series 1997-1 Reserve Account is not maintained in accordance with the previous
sentence, AFC-II shall establish a new Series 1997-1 Reserve Account, within ten
(10) Business Days after obtaining knowledge of such fact, which complies with
such sentence, and shall instruct the Series 1997-1 Agent in writing to transfer
all cash and investments from the non-qualifying Series 1997-1 Reserve Account
into the new Series 1997-1 Reserve Account. Initially, the Series 1997-1 Reserve
Account was established with Harris Trust and Savings Bank.

            (b) ADMINISTRATION OF THE SERIES 1997-1 RESERVE ACCOUNT. The
Administrator may instruct the institution maintaining the Series 1997-1 Reserve
Account to invest funds on deposit in the Series 1997-1 Reserve Account from
time to time in Permitted Investments; provided, however, that any such
investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were received, unless
any Permitted Investment held in the Series 1997-1 Reserve Account is held with
the Paying Agent, then such investment may mature on such Distribution Date and
such funds shall be available for withdrawal on or prior to such Distribution
Date. All such Permitted Investments will be credited to the Series 1997-1
Reserve Account.

            (c) EARNINGS FROM SERIES 1997-1 RESERVE ACCOUNT. All interest and
earnings (net of losses and investment expenses) paid on funds on deposit in the
Series 1997-1 Reserve Account shall be deemed to be on deposit therein and
available for distribution.

            (d) SERIES 1997-1 RESERVE ACCOUNT CONSTITUTES ADDITIONAL COLLATERAL
FOR SERIES 1997-1 NOTES. In order to secure and provide for the repayment and
payment of the AFC-II Obligations with respect to the Series 1997-1 Notes,
AFC-II hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Series 1997-1 Agent, for the benefit of the
Series 1997-1 Noteholders and the Surety Provider, all of AFC-II's right, title
and interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 1997-1 Reserve Account, including any security
entitlement thereto; (ii) all funds on deposit therein from time to time; (iii)
all certificates and instruments, if any, representing or evidencing any or all
of the Series 1997-1 Reserve Account or the funds on deposit therein from time
to time; (iv) all investments made at any time and from time to time with monies
in the Series 1997-1 Reserve Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or other
property; (v) all interest, dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed in, respect of or in
exchange for the Series 1997-1 Reserve Account, the funds on deposit therein
from time to time or the investments made with such funds; and (vi) all proceeds
of any and all of the foregoing, including, without limitation, cash (the items
in the foregoing clauses (i) through (vi) are referred to, collectively, as the
"Series 1997-1 Reserve Account Collateral"). The Series 1997-1 Agent shall
possess all right, title and interest in all funds on deposit from time to time
in the Series 1997-1 Reserve Account and in all, proceeds thereof, and shall be
the only person authorized to originate entitlement orders in respect of the
Series 1997-1 Reserve Account. The Series 1997-1 Reserve Account Collateral
shall be under the sole dominion and control of the Series 1997-1 Agent for the
benefit of the Series 1997-1 Noteholders and the Surety Provider.


                                      -28-
<PAGE>

            (e) SERIES 1997-1 RESERVE ACCOUNT SURPLUS. In the event that the
Series 1997-1 Reserve Account Surplus on any Distribution Date, after giving
effect to all withdrawals from the Series 1997-1 Reserve Account, is greater
than zero, the Trustee, acting in accordance with the written instructions of
the Administrator (with a copy of such written instructions to be provided by
the Administrator to the Surety Provider) pursuant to the Administration
Agreement, if no Series 2001-1 Enhancement Deficiency or AESOP I Operating Lease
Vehicle Deficiency would result therefrom or exist thereafter, shall withdraw
from the Series 1997-1 Reserve Account an amount equal to the Series 1997-1
Reserve Account Surplus and shall pay such amount to AFC-II. On the date hereof,
after giving effect to the Series 1997-1 Letters of Credit, the Trustee, acting
in accordance with the written instructions of the Administrator, if no
Amortization Event, Series 1997-1 Enhancement Deficiency or AESOP I Operating
Lease Vehicle Deficiency would result therefrom or exist thereafter, shall
withdraw from the Series 1997-1 Reserve Account an amount equal to the Series
1997-1 Reserve Account Surplus and shall pay such amount to AFC-II.

            (f) TERMINATION OF SERIES 1997-1 RESERVE ACCOUNT. Upon the
termination of the Indenture pursuant to Section 11.1 of the Base Indenture, the
Trustee, acting in accordance with the written instructions of the
Administrator, after the prior payment of all amounts owing to the Series 1997-1
Noteholders and to the Surety Provider and payable from the Series 1997-1
Reserve Account as provided herein, shall withdraw from the Series 1997-1
Reserve Account all amounts on deposit therein for payment to AFC-II.

            Section 2.8 SERIES 1997-1 LETTERS OF CREDIT AND SERIES 1997-1 CASH
COLLATERAL ACCOUNT.

            (a) SERIES 1997-1 LETTERS OF CREDIT AND SERIES 1997-1 CASH
      COLLATERAL ACCOUNT CONSTITUTE ADDITIONAL COLLATERAL FOR SERIES 1997-1
      NOTES. In order to secure and provide for the repayment and payment of
      AFC-II's obligations with respect to the Series 1997-1 Notes, AFC-II
      hereby grants a security interest in and assigns, pledges, grants,
      transfers and sets over to the Trustee, for the benefit of the Series
      1997-1 Noteholders and the Surety Provider, all of AFC-II's right, title
      and interest in and to the following (whether now or hereafter existing or
      acquired): (i) each Series 1997-1 Letter of Credit; (ii) the Series 1997-1
      Cash Collateral Account, including any security entitlement thereto; (iii)
      all funds on deposit in the Series 1997-1 Cash Collateral Account from
      time to time; (iv) all certificates and instruments, if any, representing
      or evidencing any or all of the Series 1997-1 Cash Collateral Account or
      the funds on deposit therein from time to time; (v) all investments made
      at any time and from time to time with monies in the Series 1997-1 Cash
      Collateral Account, whether constituting securities, instruments, general
      intangibles, investment property, financial assets or other property; (vi)
      all interest, dividends, cash, instruments and other property from time to
      time received, receivable or otherwise distributed in respect of or in
      exchange for the Series 1997-1 Cash Collateral Account, the funds on
      deposit therein from time to time or the investments made with such funds;
      and (vii) all proceeds of any and all of the foregoing, including, without
      limitation, cash (the items in the foregoing clauses (ii) through (vii)
      are referred to, collectively, as the "Series 1997-1 Cash Collateral
      Account Collateral"). The Trustee shall, for the benefit of the Series
      1997-1 Noteholders and the Surety Provider, possess all right, title and
      interest


                                      -29-
<PAGE>

      in all funds on deposit from time to time in the Series 1997-1 Cash
      Collateral Account and in all proceeds thereof, and shall be the only
      person authorized to originate entitlement orders in respect of the Series
      1997-1 Cash Collateral Account. The Series 1997-1 Cash Collateral Account
      shall be under the sole dominion and control of the Trustee for the
      benefit of the Series 1997-1 Noteholders and the Surety Provider.

            (b) SERIES 1997-1 LETTER OF CREDIT EXPIRATION DATE. If prior to the
      date which is ten (10) days prior to the then scheduled Series 1997-1
      Letter of Credit Expiration Date with respect to any Series 1997-1 Letter
      of Credit, excluding the amount available to be drawn under such Series
      1997-1 Letter of Credit but taking into account each substitute Series
      1997-1 Letter of Credit which has been obtained from a Series 1997-1
      Eligible Letter of Credit Provider and is in full force and effect on such
      date, the Series 1997-1 Enhancement Amount would be equal to or more than
      the Series 1997-1 Required Enhancement Amount and the Series 1997-1
      Liquidity Amount would be equal to or greater than the Series 1997-1
      Required Liquidity Amount, then the Administrator shall notify the Trustee
      and the Surety Provider (with the Surety Provider to be provided with
      supporting calculations in reasonable detail) in writing no later than two
      Business Days prior to such Series 1997-1 Letter of Credit Expiration Date
      of such determination. If prior to the date which is ten (10) days prior
      to the then scheduled Series 1997-1 Letter of Credit Expiration Date with
      respect to any Series 1997-1 Letter of Credit, excluding the amount
      available to be drawn under such Series 1997-1 Letter of Credit but taking
      into account a substitute Series 1997-1 Letter of Credit which has been
      obtained from a Series 1997-1 Eligible Letter of Credit Provider and is in
      full force and effect on such date, the Series 1997-1 Enhancement Amount
      would be less than the Series 1997-1 Required Enhancement Amount or the
      Series 1997-1 Liquidity Amount would be less than the Series 1997-1
      Required Liquidity Amount, then the Administrator shall notify the Trustee
      and the Surety Provider (with the Surety Provider to be provided with
      supporting calculations in reasonable detail) in writing no later than two
      Business Days prior to such Series 1997-1 Letter of Credit Expiration Date
      of (x) the greater of (A) the excess, if any, of the Series 1997-1
      Required Enhancement Amount over the Series 1997-1 Enhancement Amount,
      excluding the available amount under such expiring Series 1997-1 Letter of
      Credit, on such date, and (B) the excess, if any, of the Series 1997-1
      Required Liquidity Amount over the Series 1997-1 Liquidity Amount,
      excluding the available amount under such expiring Series 1997-1 Letter of
      Credit, on such date, and (y) the amount available to be drawn on such
      expiring Series 1997-1 Letter of Credit on such date. Upon receipt of such
      notice by the Trustee on or prior to 10:00 a.m. (New York City time) on
      any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on
      such Business Day (or, in the case of any notice given to the Trustee
      after 10:00 a.m. (New York City time), by 12:00 p.m. (New York City time)
      on the next following Business Day), draw the lesser of the amounts set
      forth in clauses (x) and (y) above on such Series 1997-1 Letter of Credit
      by presenting a draft (with a copy to the Surety Provider) accompanied by
      a Certificate of Termination Demand and shall cause the Termination
      Disbursement to be deposited in the Series 1997-1 Cash Collateral Account.

            If the Trustee does not receive the notice from the Administrator
      described in the first paragraph of this SECTION 2.8(b) on or prior to the
      date that is two Business Days


                                      -30-
<PAGE>

      prior to each Series 1997-1 Letter of Credit Expiration Date, the Trustee
      shall, by 12:00 p.m. (New York City time) on such Business Day draw the
      full amount of such Series 1997-1 Letter of Credit by presenting a draft
      accompanied by a Certificate of Termination Demand and shall cause the
      Termination Disbursement to be deposited in the Series 1997-1 Cash
      Collateral Account.

            (c) SERIES 1997-1 LETTER OF CREDIT PROVIDERS. The Administrator
      shall notify the Trustee and the Surety Provider in writing within one
      Business Day of becoming aware that (i) the long-term senior unsecured
      debt credit rating of any Series 1997-1 Letter of Credit Provider has
      fallen below "A+" as determined by Standard & Poor's or "Al" as determined
      by Moody's or (ii) the short-term senior unsecured debt credit rating of
      any Series 1997-1 Letter of Credit Provider has fallen below "P-1" as
      determined by Moody's. At such time the Administrator shall also notify
      the Trustee of (i) the greater of (A) the excess, if any, of the Series
      1997-1 Required Enhancement Amount over the Series 1997-1 Enhancement
      Amount, excluding the available amount under the Series 1997-1 Letter of
      Credit issued by such Series 1997-1 Letter of Credit Provider, on such
      date, and (B) the excess, if any, of the Series 1997-1 Required Liquidity
      Amount over the Series 1997-1 Liquidity Amount, excluding the available
      amount under such Series 1997-1 Letter of Credit, on such date, and (ii)
      the amount available to be drawn on such Series 1997-1 Letter of Credit on
      such date. Upon receipt of such notice by the Trustee on or prior to 10:00
      a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00
      p.m. (New York City time) on such Business Day (or, in the case of any
      notice given to the Trustee after 10:00 a.m. (New York City time), by
      12:00 p.m. (New York City time) on the next following Business Day), draw
      on such Series 1997-1 Letter of Credit in an amount equal to the lesser of
      the amount in clause (i) or clause (ii) of the immediately preceding
      sentence on such Business Day by presenting a draft accompanied by a
      Certificate of Termination Demand and shall cause the Termination
      Disbursement to be deposited in the Series 1997-1 Cash Collateral Account.

            (d) TERMINATION DATE DEMANDS ON THE SERIES 1997-1 LETTERS OF CREDIT.
      Prior to 10:00 a.m. (New York City time) on the second Business Day prior
      to the Series 1997-1 Letter of Credit Termination Date, the Administrator
      shall determine the Series 1997-1 Demand Note Payment Amount, if any, as
      of the Series 1997-1 Letter of Credit Termination Date and, if the Series
      1997-1 Demand Note Payment Amount is greater than zero, instruct the
      Trustee in writing to draw on the Series 1997-1 Letters of Credit. Upon
      receipt of any such notice by the Trustee on or prior to 11:00 a.m. (New
      York City time) on a Business Day, the Trustee shall, by 12:00 noon (New
      York City time) on such Business Day draw an amount equal to the lesser of
      (i) the Series 1997-1 Demand Note Payment Amount and (ii) the Series
      1997-1 Letter of Credit Liquidity Amount on the Series 1997-1 Letters of
      Credit by presenting to each Series 1997-1 Letter of Credit Provider (with
      a copy to the Surety Provider) a draft accompanied by a Certificate of
      Termination Date Demand and shall cause the Termination Date Disbursement
      to be deposited in the Series 1997-1 Cash Collateral Account; PROVIDED,
      HOWEVER, that if the Series 1997-1 Cash Collateral Account has been
      established and funded, the Trustee shall draw an amount equal to the
      product of (a) 100% minus the Series 1997-1 Cash Collateral Percentage and
      (b) the lesser of the amounts referred to in clause (i) or (ii) on


                                      -31-
<PAGE>

      such Business Day on the Series 1997-1 Letters of Credit as calculated by
      the Administrator and provided in writing to the Trustee and the Surety
      Provider.

            (e) DRAWS ON THE SERIES 1997-1 LETTERS OF CREDIT. If there is more
      than one Series 1997-1 Letter of Credit on the date of any draw on the
      Series 1997-1 Letters of Credit pursuant to the terms of this Supplement,
      the Administrator shall instruct the Trustee, in writing, to draw on each
      Series 1997-1 Letter of Credit in an amount equal to the Pro Rata Share of
      the Series 1997-1 Letter of Credit Provider issuing such Series 1997-1
      Letter of Credit of the amount of such draw on the Series 1997-1 Letters
      of Credit.

            (f) ESTABLISHMENT OF SERIES 1997-1 CASH COLLATERAL ACCOUNT. On or
      prior to the date of any drawing under a Series 1997-1 Letter of Credit
      pursuant to SECTION 2.8(b), (c) or (d) above, AFC-II shall establish and
      maintain in the name of the Trustee for the benefit of the Series 1997-1
      Noteholders and the Surety Provider, or cause to be established and
      maintained, an account (the "Series 1997-1 Cash Collateral Account"),
      bearing a designation clearly indicating that the funds deposited therein
      are held for the benefit of the Series 1997-1 Noteholders and the Surety
      Provider. The Series 1997-1 Cash Collateral Account shall be maintained
      (i) with a Qualified Institution, or (ii) as a segregated trust account
      with the corporate trust department of a depository institution or trust
      company having corporate trust powers and acting as trustee for funds
      deposited in the Series 1997-1 Cash Collateral Account; PROVIDED that, if
      at any time such Qualified Institution is no longer a Qualified
      Institution or the credit rating of any securities issued by such
      depository institution or trust company shall be reduced to below BBB- by
      S&P or Baa3 by Moody's, then AFC-II shall, within 30 days of such
      reduction, establish a new Series 1997-1 Cash Collateral Account with a
      new Qualified Institution or a new segregated trust account with the
      corporate trust department of a depository institution or trust company
      having corporate trust powers and acting as trustee for funds deposited in
      the Series 1997-1 Cash Collateral Account. If a new Series 1997-1 Cash
      Collateral Account is established, AFC-II shall instruct the Trustee in
      writing to transfer all cash and investments from the non-qualifying
      Series 1997-1 Cash Collateral Account into the new Series 1997-1 Cash
      Collateral Account.

            (g) ADMINISTRATION OF THE SERIES 1997-1 CASH COLLATERAL ACCOUNT.
      AFC-II may instruct (by standing instructions or otherwise) the
      institution maintaining the Series 1997-1 Cash Collateral Account to
      invest funds on deposit in the Series 1997-1 Cash Collateral Account from
      time to time in Permitted Investments; PROVIDED, HOWEVER, that any such
      investment shall mature not later than the Business Day prior to the
      Distribution Date following the date on which such funds were received,
      unless any Permitted Investment held in the Series 1997-1 Cash Collateral
      Account is held with the Paying Agent, in which case such investment may
      mature on such Distribution Date so long as such funds shall be available
      for withdrawal on or prior to such Distribution Date. All such Permitted
      Investments will be credited to the Series 1997-1 Cash Collateral Account
      and any such Permitted Investments that constitute (i) physical property
      (and that is not either a United States security entitlement or a security
      entitlement) shall be physically delivered to the Trustee; (ii) United
      States security entitlements or security entitlements


                                      -32-
<PAGE>

      shall be controlled by the Trustee pending maturity or disposition, and
      (iii) uncertificated securities (and not United States security
      entitlements) shall be delivered to the Trustee by causing the Trustee to
      become the registered holder of such securities. The Trustee shall, at the
      expense of AFC-II, take such action as is required to maintain the
      Trustee's security interest in the Permitted Investments credited to the
      Series 1997-1 Cash Collateral Account. AFC-II shall not direct the Trustee
      to dispose of (or permit the disposal of) any Permitted Investments prior
      to the maturity thereof to the extent such disposal would result in a loss
      of principal of such Permitted Investment. In the absence of written
      investment instructions hereunder, funds on deposit in the Series 1997-1
      Cash Collateral Account shall remain uninvested.

            (h) EARNINGS FROM SERIES 1997-1 CASH COLLATERAL ACCOUNT. All
      interest and earnings (net of losses and investment expenses) paid on
      funds on deposit in the Series 1997-1 Cash Collateral Account shall be
      deemed to be on deposit therein and available for distribution.

            (i) SERIES 1997-1 CASH COLLATERAL ACCOUNT SURPLUS. In the event that
      the Series 1997-1 Cash Collateral Account Surplus on any Distribution Date
      (or, after the Series 1997-1 Letter of Credit Termination Date, on any
      date) is greater than zero, the Trustee, acting in accordance with the
      written instructions (a copy of which shall be provided by the
      Administrator to the Surety Provider) of the Administrator, shall withdraw
      from the Series 1997-1 Cash Collateral Account an amount equal to the
      Series 1997-1 Cash Collateral Account Surplus and shall pay such amount:
      FIRST, to the Series 1997-1 Letter of Credit Providers to the extent of
      any unreimbursed drawings under the related Series 1997-1 Reimbursement
      Agreement, for application in accordance with the provisions of the
      related Series 1997-1 Reimbursement Agreement, and, SECOND, to AFC-II any
      remaining amount.

            (j) POST-SERIES 1997-1 LETTER OF CREDIT TERMINATION DATE WITHDRAWALS
      FROM THE SERIES 1997-1 CASH COLLATERAL ACCOUNT. If the Surety Provider
      notifies the Trustee in writing that the Surety Provider shall have paid a
      Preference Amount (as defined in the Surety Bond) under the Surety Bond,
      subject to the satisfaction of the conditions set forth in the next
      succeeding sentence, the Trustee shall withdraw from the Series 1997-1
      Cash Collateral Account and pay to the Surety Provider an amount equal to
      the lesser of (i) the Series 1997-1 Available Cash Collateral Account
      Amount on such date and (ii) such Preference Amount. Prior to any
      withdrawal from the Series 1997-1 Cash Collateral Account pursuant to this
      SECTION 2.8(J), the Trustee shall have received a certified copy of the
      order requiring the return of such Preference Amount.

            (k) TERMINATION OF SERIES 1997-1 CASH COLLATERAL ACCOUNT. Upon the
      termination of this Supplement in accordance with its terms, the Trustee,
      acting in accordance with the written instructions of the Administrator,
      after the prior payment of all amounts owing to the Series 1997-1
      Noteholders and to the Surety Provider and payable from the Series 1997-1
      Cash Collateral Account as provided herein, shall withdraw from the Series
      1997-1 Cash Collateral Account all amounts on deposit therein (to the
      extent not withdrawn pursuant to SECTION 2.8(i) above) and shall pay such
      amounts: FIRST, to the Series


                                      -33-
<PAGE>

      1997-1 Letter of Credit Providers to the extent of any unreimbursed
      drawings under the related Series 1997-1 Reimbursement Agreement, for
      application in accordance with the provisions of the related Series 1997-1
      Reimbursement Agreement, and, SECOND, to AFC-II any remaining amount.

            Section 2.9 SERIES 1997-1 DISTRIBUTION ACCOUNT. ESTABLISHMENT OF
SERIES 1997-1 DISTRIBUTION ACCOUNT. The Trustee shall establish and maintain in
the name of the Series 1997-1 Agent for the benefit of the Series 1997-1
Noteholders and the Surety Provider, or cause to be established and maintained,
an account (the "Series 1997-1 Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 1997-1 Noteholders and the Surety Provider. The Series 1997-1
Distribution Account shall be maintained (i) with a Qualified Institution, or
(ii) as a segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and acting
as trustee for funds deposited in the Series 1997-1 Distribution Account;
PROVIDED that, if at any time such Qualified Institution is no longer a
Qualified Institution or the credit rating of any securities issued by such
depositary institution or trust company shall be reduced to below BBB- by S&P or
Baa3 by Moody's, then AFC-II shall, within 30 days of such reduction, establish
a new Series 1997-1 Distribution Account with a new Qualified Institution. If
the Series 1997-1 Distribution Account is not maintained in accordance with the
previous sentence, AFC-II shall establish a new Distribution Account, within ten
(10) Business Days after obtaining knowledge of such fact, which complies with
such sentence, and shall instruct the Series 1997-1 Agent in writing to transfer
all cash and investments from the non-qualifying Series 1997-1 Distribution
Account into the new Series 1997-1 Distribution Account. Initially, the Series
1997-1 Distribution Account was established with Harris Trust and Savings Bank.

            (b) ADMINISTRATION OF THE SERIES 1997-1 DISTRIBUTION ACCOUNT. The
Administrator may instruct the institution maintaining the Series 1997-1
Distribution Account to invest funds on deposit in the Series 1997-1
Distribution Account from time to time in Permitted Investments; PROVIDED,
HOWEVER, that any such investment shall mature not later than the Business Day
prior to the Distribution Date following the date on which such funds were
received, unless any Permitted Investment held in the Series 1997-1 Distribution
Account is held with the Paying Agent, then such investment may mature on such
Distribution Date and such funds shall be available for withdrawal on or prior
to such Distribution Date. All such Permitted Investments will be credited to
the Series 1997-1 Distribution Account.

            (c) EARNINGS FROM SERIES 1997-1 DISTRIBUTION ACCOUNT. All interest
and earnings (net of losses and investment expenses) paid on funds on deposit in
the Series 1997-1 Distribution Account shall be deemed to be on deposit and
available for distribution.

            (d) SERIES 1997-1 DISTRIBUTION ACCOUNT CONSTITUTES ADDITIONAL
COLLATERAL FOR SERIES 1997-1 NOTES. In order to secure and provide for the
repayment and payment of the AFC-II Obligations with respect to the Series
1997-1 Notes, AFC-II hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Series 1997-1 Agent, for the benefit of
the Series 1997-1 Noteholders and the Surety Provider, all of AFC-II's right,
title and interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 1997-1 Distribution Account, including any security
entitlement thereto; (ii) all funds on deposit


                                      -34-
<PAGE>

therein from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Series 1997-1 Distribution Account
or the funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the Series 1997-1 Distribution
Account, whether constituting securities, instruments, general intangibles,
investment property, financial assets or other property; (v) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the Series
1997-1 Distribution Account, the funds on deposit therein from time to time or
the investments made with such funds; and (vi) all proceeds of any and all of
the foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (vi) are referred to, collectively, as the "Series 1997-1
Distribution Account Collateral"). The Series 1997-1 Agent shall possess all
right, title and interest in all funds on deposit from time to time in the
Series 1997-1 Distribution Account and in all proceeds thereof, and shall be the
only person authorized to originate entitlement orders in respect of the Series
1997-1 Distribution Account. The Series 1997-1 Distribution Account Collateral
shall be under the sole dominion and control of the Series 1997-1 Agent for the
benefit of the Series 1997-1 Noteholders and the Surety Provider.

            Section 2.10 SERIES 1997-1 DEMAND NOTES CONSTITUTE ADDITIONAL
COLLATERAL FOR SERIES 1997-1 NOTES.

            In order to secure and provide for the repayment and payment of the
obligations with respect to the Series 1997-1 Notes, AFC-II hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 1997-1 Noteholders and the Surety
Provider, all of AFC-II's right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the Series 1997-1 Demand
Notes; (ii) all certificates and instruments, if any, representing or evidencing
the Series 1997-1 Demand Notes; and (iii) all proceeds of any and all of the
foregoing, including, without limitation, cash. On the date hereof, AFC-II shall
deliver to the Trustee, for the benefit of the Series 1997-1 Noteholders and the
Surety Provider, the Series 1997-1 Demand Note, endorsed in blank. The Trustee,
for the benefit of the Series 1997-1 Noteholders and the Surety Provider, shall
be the only Person authorized to make a demand for payments on the Series 1997-1
Demand Notes.

                                   ARTICLE III

                               AMORTIZATION EVENTS

            In addition to the Amortization Events set forth in Section 9.1 of
the Base Indenture, the following shall be Amortization Events with respect to
the Series 1997-1 Notes and shall constitute the Amortization Events set forth
in Section 9.1(n) of the Base Indenture with respect to the Series 1997-1 Notes
(without notice or other action on the part of the Trustee or any holders of the
Series 1997-1 Notes) and shall not be subject to waiver:

            (a) a Series 1997-1 Enhancement Deficiency shall occur and continue
      for at least two (2) Business Days; PROVIDED, HOWEVER, that such event or
      condition shall not be an Amortization Event if during such two (2)
      Business Day period such Series 1997-1


                                      -35-
<PAGE>

      Enhancement Deficiency shall have been cured in accordance with the terms
      and conditions of the Indenture and the Related Documents;

            (b) the Series 1997-1 Liquidity Amount shall be less than the Series
      1997-1 Required Liquidity Amount for at least two (2) Business Days;
      PROVIDED, HOWEVER, that such event or condition shall not be an
      Amortization Event if during such two (2) Business Day period such
      insufficiency shall have been cured in accordance with the terms and
      conditions of the Indenture and the Related Documents;

            (c) the Series 1997-1 Reserve Account shall be subject to an
      injunction, estoppel or other stay or a Lien (other than Liens permitted
      under the Related Documents);

            (d) all principal and interest of the Class A-1 Notes is not paid in
      full on or before the Class A-1 Expected Final Distribution Date or all
      principal and interest of the Class A-2 Notes is not paid in full on or
      before the Class A-2 Expected Final Distribution Date;

            (e) the Trustee shall make a demand for payment under the Surety
      Bond;

            (f) the occurrence of an Event of Bankruptcy with respect to the
      Surety Provider;

            (g) the Surety Provider fails to pay a demand for payment in
      accordance with the requirements of the Surety Bond;

            (h) any Series 1997-1 Letter of Credit shall not be in full force
      and effect for at least two (2) Business Days and (x) either a Series
      1997-1 Enhancement Deficiency would result from excluding such Series
      1997-1 Letter of Credit from the Series 1997-1 Enhancement Amount or (y)
      the Series 1997-1 Liquidity Amount, excluding therefrom the available
      amount under such Series 1997-1 Letter of Credit, would be less than the
      Series 1997-1 Required Liquidity Amount;

            (i) from and after the funding of the Series 1997-1 Cash Collateral
      Account, the Series 1997-1 Cash Collateral Account shall be subject to an
      injunction, estoppel or other stay or a Lien (other than Liens permitted
      under the Related Documents) for at least two (2) Business Days and either
      (x) a Series 1997-1 Enhancement Deficiency would result from excluding the
      Series 1997-1 Available Cash Collateral Account Amount from the Series
      1997-1 Enhancement Amount or (y) the Series 1997-1 Liquidity Amount,
      excluding therefrom the Series 1997-1 Available Cash Collateral Amount,
      would be less than the Series 1997-1 Required Liquidity Amount; and

            (j) an Event of Bankruptcy shall have occurred with respect to any
      Series 1997-1 Letter of Credit Provider or any Series 1997-1 Letter of
      Credit Provider repudiates its Series 1997-1 Letter of Credit or refuses
      to honor a proper draw thereon and either (x) a Series 1997-1 Enhancement
      Deficiency would result from excluding such Series 1997-1 Letter of Credit
      from the Series 1997-1 Enhancement Amount or (y) the Series 1997-1


                                      -36-
<PAGE>

      Liquidity Amount, excluding therefrom the available amount under such
      Series 1997-1 Letter of Credit, would be less than the Series 1997-1
      Required Liquidity Amount.

                                   ARTICLE IV

                      RIGHT TO WAIVE PURCHASE RESTRICTIONS

            Notwithstanding any provision to the contrary in the Indenture or
the Related Documents, upon the Trustee's receipt of notice from any Lessee, any
Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an
Eligible Manufacturer Program and that, as a result, the Series 1997-1 Maximum
Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the
Borrowers and AFC-II have determined to increase any Series 1997-1 Maximum
Amount, (such notice, a "Waiver Request"), each Series 1997-1 Noteholder may, at
its option, waive the Series 1997-1 Maximum Non-Program Vehicle Amount or any
other Series 1997-1 Maximum Amount if (i) no Amortization Event exists, (ii) the
Requisite Noteholders and the Surety Provider consent to such waiver and (iii)
60 days' prior written notice of such proposed waiver is provided to the Rating
Agencies by the Trustee.

            Upon receipt by the Trustee of a Waiver Request (a copy of which the
Trustee shall promptly provide to the Rating Agencies), all amounts which would
otherwise be allocated to the Series 1997-1 Excess Collection Account
(collectively, the "Designated Amounts") from the date the Trustee receives a
Waiver Request through the Consent Period Expiration Date will be held by the
Trustee in the Series 1997-1 Collection Account for ratable -distribution as
described below.

            Within ten (10) Business Days after the Trustee receives a Waiver
Request, the Trustee shall furnish notice thereof to the Series 1997-1
Noteholders and the Surety Provider, which notice shall be accompanied by a form
of consent (each a "Consent") in the form of Exhibit B hereto by which the
Series 1997-1 Noteholders may, on or before the Consent Period Expiration Date,
consent to waiver of the applicable Series 1997-1 Maximum Amount. If the Trustee
receives the consent of the Surety Provider and Consents from the Requisite
Noteholders agreeing to waiver of the applicable Series 1997-1 Maximum Amount
within forty-five (45) days after the Trustee notifies the Series 1997-1
Noteholders of a Waiver Request (the day on which such forty-five (45) day
period expires, the "Consent Period Expiration Date"), (i) the applicable Series
1997-1 Maximum Amount shall be deemed waived by the consenting Series 1997-1
Noteholders, (ii) the Trustee will distribute the Designated Amounts as set
forth below and (iii) the Trustee shall promptly (but in any event within two
days) provide the Rating Agency with notice of such waiver. Any Series 1997-1
Noteholder from whom the Trustee has not received a Consent on or before the
Consent Period Expiration Date will be deemed not to have consented to such
waiver.

            If the Trustee receives Consents from the Requisite Noteholders on
or before the Consent Period Expiration Date, then on the immediately following
Distribution Date, the Trustee will pay the Designated Amounts as follows:


                                      -37-
<PAGE>

            (i) to the non-consenting Series 1997-1 Noteholders, if any, PRO
      RATA up to the amount required to pay all Series 1997-1 Notes held by such
      non-consenting Series 1997-1 Noteholders in full; and

            (ii) any remaining Designated Amounts to the Series 1997-1 Excess
      Collection Account.

            If the amount paid pursuant to clause (i) of the preceding paragraph
is not paid in full on the date specified therein, then on each day following
such Distribution Date, the Administrator will allocate to the Series 1997-1
Collection Account on a daily basis all Designated Amounts collected on such
day. On each following Distribution Date, the Trustee will withdraw a portion of
such Designated Amounts from the Series 1997-1 Collection Account and deposit
same in the Series 1997-1 Distribution Account for distribution as follows:

            (a) to the non-consenting Series 1997-1 Noteholders, if any, PRO
      RATA an amount equal to the Designated Amounts in the Series 1997-1
      Collection Account as of the applicable Determination Date up to the
      aggregate outstanding principal balance of the Series 1997-1 Notes held by
      the non-consenting Series 1997-1 Noteholders; and

            (b) any remaining Designated Amounts to the Series 1997-1 Excess
      Collection Account.

            If the Requisite Noteholders or the Surety Provider do not timely
consent to such waiver, the Designated Amounts will be re-allocated to the
Series 1997-1 Excess Collection Account for allocation and distribution in
accordance with the terms of the Indenture and the Related Documents.

            In the event that the Series 1997-1 Rapid Amortization Period shall
commence after receipt by the Trustee of a Waiver Request, all such Designated
Amounts will thereafter be considered Principal Collections allocated to the
Series 1997-1 Noteholders.

                                    ARTICLE V

                           FORM OF SERIES 1997-1 NOTES

            Section 5.1 RESTRICTED GLOBAL SERIES 1997-1 NOTES. The Series 1997-1
Notes to be issued in the United States will be issued in book-entry form and
represented by one or more permanent global Notes in fully registered form
without interest coupons (each, a "Restricted Global Class A-1 Note" or a
"Restricted Global Class A-2 Note", as the case may be), substantially in the
forms set forth in Exhibits A-1-1 and A-2-1 hereto, with such legends as may be
applicable thereto as set forth in the Base Indenture, and will be sold only in
the United States (1) initially to institutional accredited investors within the
meaning of Regulation D under the Securities Act in reliance on an exemption
from the registration requirements of the Securities Act and (2) thereafter to
qualified institutional buyers within the meaning of, and in reliance on, Rule
144A under the Securities Act and shall be deposited on behalf of the purchasers
of the Series 1997-1 Notes represented thereby, with a custodian for DTC, and
registered in the name of


                                      -38-
<PAGE>

Cede as DTC's nominee, duly executed by AFC-II and authenticated by the Trustee
in the manner set forth in Section 2.4 of the Base Indenture.

            Section 5.2 TEMPORARY GLOBAL SERIES 1997-1 NOTES; PERMANENT GLOBAL
SERIES 1997-1 NOTES. The Series 1997-1 Notes to be issued outside the United
States will be issued and sold in transactions outside the United States in
reliance on Regulation S under the Securities Act, as provided in the applicable
note purchase agreement, and shall initially be issued in the form of one or
more temporary notes in registered form without interest coupons (each, a
"Temporary Global Class A-1 Note" or a "Temporary Global Class A-2 Note", as the
case may be), substantially in the forms set forth in Exhibits A-1-2 and A-2-2
hereto, which shall be deposited on behalf of the purchasers of the Series
1997-1 Notes represented thereby with a custodian for, and registered in the
name of a nominee of DTC, for the accounts of Morgan Guaranty Trust-Company of
New York, Brussels office, as operator of Euroclear and for Cedel, duly executed
by AFC-II and authenticated by the Trustee in the manner set forth in Section
2.4 of the Base Indenture. Interests in a Temporary Global Class A-1 Note or a
Temporary Global Class A2 Note will be exchangeable, in whole or in part, for
interests in one or more permanent global notes in registered form without
interest coupons (each, a "Permanent Global Class A-1 Note" or a "Permanent
Global Class A-2 Note", as the case may be), substantially in the form of
Exhibits A-1-3 and A-2-3 hereto, in accordance with the provisions of such
Temporary Global Class A Note and the Base Indenture (as modified by this
Supplement). Interests in a Permanent Global Class A-1 Note or a Permanent
Global Class A-2 Note will be exchangeable for definitive Class A-1 Notes or
definitive Class A-2 Notes, as the case may be, in accordance with the
provisions of such Permanent Global Class A-1 Note or Permanent Global Class A-2
Note and the Base Indenture (as modified by this Supplement).

                                   ARTICLE VI

                                     GENERAL

            Section 6.1 OPTIONAL REPURCHASE. Each Class of the Series 1997-1
Notes shall be subject to repurchase by AFC-II at its option in accordance with
Section 6.3 of the Base Indenture on any Distribution Date after the Class A-1
Invested Amount or the Class A-2 Invested Amount, as the case may be, is reduced
to an amount less than or equal to 10% of the Class A-1 Initial Invested Amount
or the Class A-2 Initial Invested Amount, as the case may be (the "Series 1997-1
Repurchase Amount"); PROVIDED, HOWEVER, that as a condition precedent to any
such optional repurchase, on or prior to the Distribution Date on which any
Series 1997-1 Note is repurchased by AFC-II pursuant to this Section 6.1, AFC-II
shall have paid the Surety Provider all Surety Provider Fees and all other
Surety Provider Reimbursement Amounts due and unpaid as of such Distribution
Date. The repurchase price for any Series 1997-1 Note shall equal the aggregate
outstanding principal balance of such Series 1997-1 Note (determined after
giving effect to any payments of principal and interest on such Distribution
Date), plus accrued and unpaid interest on such outstanding principal balance.

            Section 6.2 INFORMATION. The Trustee shall provide to the Series
1997-1 Noteholders, or their designated agent, and the Surety Provider copies of
all information


                                      -39-
<PAGE>

furnished to the Trustee or AFC-II pursuant to the Related Documents, as such
information relates to the Series 1997-1 Notes or the Series 1997-1 Collateral.
In connection with any Preference Amount payable under the Surety Bond, the
Trustee shall furnish to the Surety Provider its records evidencing the
distributions of principal of and interest on the Series 2001-1 Notes that have
been made and subsequently recovered from Series 2001-1 Noteholders and the
dates on which such payments were made.

            Section 6.3 EXHIBITS. The following exhibits attached hereto
supplement the exhibits included in the Indenture.

Exhibit A-1-1: Form of Restricted Global Class A-1 Note
Exhibit A-1-2: Form of Temporary Global Class A-1 Note
Exhibit A-1-3: Form of Permanent Global Class A-1 Note
Exhibit A-2-1: Form of Restricted Global Class A-2 Note
Exhibit A-2-2: Form of Temporary Global Class A-2 Note
Exhibit A-2-3: Form of Permanent Global Class A-2 Note
Exhibit B:     Form of Consent
Exhibit C:     Form of Series 1997-1 Demand Note
Exhibit D:     Form of Letter of Credit
Exhibit E:     Form of Loan Payment Deficit Notice
Exhibit F:     Form of Demand Notice

            Section 6.4 RATIFICATION OF BASE INDENTURE. As supplemented by this
Supplement, the Base Indenture is in all respects ratified and confirmed and the
Base Indenture as so supplemented by this Supplement shall be read, taken, and
construed as one and the same instrument.

            Section 6.5 COUNTERPARTS. This Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.

            Section 6.6 GOVERNING LAW. This Supplement shall be construed in
accordance with the law of the State of New York (without giving effect to the
provisions thereof regarding conflicts of laws), and the obligations, rights and
remedies of the parties hereto shall be determined in accordance with such law.

            Section 6.7 AMENDMENTS. This Supplement may be modified or amended
from time to time with the consent of the Surety Provider and in accordance with
the terms of the Base Indenture; PROVIDED, HOWEVER, that if, pursuant to the
terms of the Base Indenture or this Supplement, the consent of the Required
Noteholders is required for an amendment or modification of this Supplement,
such requirement shall be satisfied if such amendment or modification is
consented to by Noteholders representing more than 50% of the aggregate
outstanding principal amount of the Series 1997-1 Notes affected thereby;
PROVIDED, FURTHER, that if the consent of the Required Noteholders is required
for a proposed amendment or modification of this Supplement that (i) affects
only the Class A-1 Notes (and does not affect in any material respect the Class
A-2 Notes, as evidenced by an opinion of counsel to such effect), then such
requirement shall be satisfied if such amendment or modification is consented to
by Class A-1


                                      -40-
<PAGE>

Noteholders representing more than 50% of the aggregate outstanding principal
amount of the Class A-1 Notes (without the necessity of obtaining the consent of
the Required Noteholders in respect of the Class A-2 Notes) or (ii) affects only
the Class A-2 Notes (and does not affect in any material respect the Class A-1
Notes, as evidenced by an opinion of counsel to such effect), then such
requirement shall be satisfied if such amendment or modification is consented to
by Class A-2 Noteholders representing more than 50% of the aggregate outstanding
principal amount of the Class A-2 Notes (without the necessity of obtaining the
consent of the Required Noteholders in respect of the Class A-1 Notes).

            Section 6.8 DISCHARGE OF INDENTURE. Notwithstanding anything to the
contrary contained in the Base Indenture, no discharge of the Indenture pursuant
to Section 11.1(b) of the Base Indenture will be effective as to the Series
1997-1 Notes without the consent of the Required Noteholders.

            Section 6.9 NOTICE TO SURETY PROVIDER AND RATING AGENCIES. The
Trustee shall provide to the Surety Provider and each Rating Agency a copy of
each notice, opinion of counsel, certificate or other item delivered to, or
required to be provided by, the Trustee pursuant to this Supplement or any other
Related Document. Each such opinion of counsel shall be addressed to the Surety
Provider, shall be from counsel reasonably acceptable to the Surety Provider and
shall be in form and substance reasonably acceptable to the Surety Provider. All
such notices, opinions, certificates or other items delivered to the Surety
Provider shall be forwarded to MBIA Insurance Corporation, 113 King Street,
Armonk, New York 10504, Attention: Insured Portfolio Management - SF, telecopy:
(914) 765-3810; confirmation: (914) 765-3781.

            Section 6.10 CERTAIN RIGHTS OF SURETY PROVIDER. The Surety Provider
shall be deemed to be an Enhancement Provider entitled to receive confirmation
of the rating on the Series 1997-1 Notes (without regard to the Surety Bond)
pursuant to the definition of "Rating Agency Confirmation Condition." In
addition, the Surety Provider shall be deemed to be an Enhancement Provider
entitled to exercise the consent rights described in clause (ii) of the
definition of "Rating Agency Consent Condition."

            Section 6.11 SURETY PROVIDER DEEMED NOTEHOLDER AND SECURED PARTY.
Except for any period during which a Surety Default is continuing, the Surety
Provider shall be deemed to be the holder of 100% of the Series 1997-1 Notes for
the purposes of giving any consents, waivers, approvals, instructions,
directions, requests, declarations and/or notices pursuant to the Base Indenture
and this Supplement. Any reference in the Base Indenture or the Related
Documents (including, without limitation, in Sections 2.3, 8.14, 9.1, 9.2 or
12.1 of the Base Indenture) to materially, adversely, or detrimentally affecting
the rights or interests of the Noteholders, or words of similar meaning, shall
be deemed, for purposes of the Series 1997-1 Notes, to refer to the rights or
interests of the Surety Provider. The Surety Provider shall constitute an
"Enhancement Provider" with respect to the Series 2001-1 Notes for all purposes
under the Indenture and the other Related Documents. Furthermore, the Surety
Provider shall be deemed to be a "Secured Party" under the Base Indenture and
the Related Documents to the extent of amounts payable to the Surety Provider
pursuant to this Supplement and the Insurance Agreement shall constitute an
"Enhancement Agreement" with respect to the Series 2001-1 Notes for all purposes
under the Indenture and the Related Documents. Moreover, wherever in


                                      -41-
<PAGE>

the Related Documents money or other property is assigned, conveyed, granted or
held for, a filing is made for, action is taken for or agreed to be taken for,
or a representation or warranty is made for the benefit of the Noteholders, the
Surety Provider shall be deemed to be the Noteholder with respect to 100% of the
Series 1997-1 Notes for such purposes.

            Section 6.12 CAPITALIZATION OF AFC-II. AFC-II agrees that on the
Series 1997-1 Closing Date it will have capitalization in an amount equal to or
greater than 3% of the Series 1997-1 Initial Invested Amount.

            Section 6.13 SERIES 1997-1 REQUIRED NON-PROGRAM ENHANCEMENT
PERCENTAGE. AFC-II agrees that it will not make any Loan under any Loan
Agreement to finance the acquisition of any Vehicle by AESOP Leasing, AESOP
Leasing II or ARAC, as the case may be, if, after giving effect to the making of
such Loan, the acquisition of such Vehicle and the inclusion of such Vehicle
under the relevant Lease, the Series 1997-1 Required Non-Program Enhancement
Percentage would exceed 25.0%.

            Section 6.14 Third Party Beneficiary. The Surety Provider is an
express third party beneficiary of (i) the Base Indenture to the extent of
provisions relating to any Enhancement Provider and (ii) this Supplement.

            Section 6.15 PRIOR NOTICE BY TRUSTEE TO SURETY PROVIDER. Subject to
Section 10.1 of the Base Indenture, the Trustee agrees that, so long as no
Amortization Event shall have occurred and be continuing with respect to any
Series of Notes other than the Series 1997-1 Notes, it shall-not exercise any
rights or remedies available to it as a result of the occurrence of an
Amortization Event with respect to the Series 1997-1 Notes (except those set
forth in clauses (f) and (g) of Article III of this Supplement) until after the
Trustee has given prior written notice thereof to the Surety Provider and
obtained the direction of the Required Noteholders with respect to the Series
1997-1 Notes. The Trustee agrees to notify the Surety Provider promptly
following any exercise of rights or remedies available to it as a result of the
occurrence of any Amortization Event or a Series 1997-1 Limited Liquidation
Event of Default.

            Section 6.16 EFFECT OF PAYMENTS BY THE SURETY PROVIDER. (a) Anything
herein to the contrary notwithstanding, any distribution of principal of or
interest on the Series 1997-1 Notes that is made with moneys received pursuant
to the terms of the Surety Bond shall not (except for the purpose of calculating
the Principal Deficit Amount) be considered payment of the Series 1997-1 Notes
by AFC-II. The Trustee acknowledges that, without the need for any further
action on the part of the Surety Provider, (i) to the extent the Surety Provider
makes payments, directly or indirectly, on account of principal of or interest
on the Series 1997-1 Notes to the Trustee for the benefit of the Series 1997-1
Noteholders or to the Series 1997-1 Noteholders (including any Preference
Amounts as defined in the Surety Bond), the Surety Provider will be fully
subrogated to the rights of such Series 1997-1 Noteholders to receive such
principal and interest and will be deemed to the extent of the payments so made
to be a Series 1997-1 Noteholder and (ii) the Surety Provider shall be paid
principal and interest in its capacity as a Series 1997-1 Noteholder until all
such payments by the Surety Provider have been fully reimbursed, but only from
the sources and in the manner provided herein for the distribution of such
principal and interest and in each case only after the Series 1997-1 Noteholders
have


                                      -42-
<PAGE>

received all payments of principal and interest due to them hereunder on the
related Distribution Date.

            Section 6.17 SERIES 1997-1 DEMAND NOTE. Other than pursuant to a
demand thereon pursuant to SECTION 2.5 of this Supplement, AFC-II shall not
reduce the amount of the Series 1997-1 Demand Notes or forgive amounts payable
thereunder so that the outstanding principal amount of the Series 1997-1 Demand
Notes after such reduction or forgiveness is less than the Series 1997-1 Letter
of Credit Liquidity Amount. AFC-II shall not agree to any amendment of the
Series 1997-1 Demand Notes without first satisfying the Rating Agency
Confirmation Condition and the Rating Agency Consent Condition.

            Section 6.18 SUBROGATION. In furtherance of and not in limitation of
the Surety Provider's equitable right of subrogation, each of the Trustee and
AFC-II acknowledge that, to the extent of any payment made by the Surety
Provider under the Surety Bond with respect to interest on or principal of the
Series 1997-1 Notes, including any Preference Amount, as defined in the Surety
Bond, the Surety Provider is to be fully subrogated to the extent of such
payment and any additional interest due on any late payment, to the rights of
the Series 1997-1 Noteholders under the Indenture. Each of AFC-II and the
Trustee agree to such subrogation and, further, agree to take such actions as
the Surety Provider may reasonably request in writing to evidence such
subrogation.

            Section 6.19 TERMINATION OF SUPPLEMENT. This Supplement shall cease
to be of further effect when all outstanding Series 1997-1 Notes theretofore
authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 1997-1 Notes which have been replaced or paid) to the Trustee for
cancellation, AFC-II has paid all sums payable hereunder, the Surety Provider
has been paid all Surety Provider Fees and all other Surety Provider
Reimbursement Amounts due under the Insurance Agreement and, if the Series
1997-1 Demand Note Payment Amount on the Series 1997-1 Letter of Credit
Termination Date was greater than zero, all amounts have been withdrawn from the
Series 1997-1 Cash Collateral Account in accordance with Section 2.8(i) of this
Supplement.


                                      -43-
<PAGE>

            IN WITNESS WHEREOF, AFC-II and the Trustee have caused this
Supplement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.

                                        AESOP FUNDING II L.L.C.

                                        By: /s/ Dean A. Christiansen
                                            ------------------------------------
                                            Title: President


                                        THE BANK OF NEW YORK (as successor in
                                          interest to the corporate trust
                                          administration of Harris Trust and
                                          Savings Bank), as Trustee

                                        By: /s/ Courtney A. Bartholomew
                                            ------------------------------------
                                            Title: Vice President


                                        THE BANK OF NEW YORK,
                                          as Series 1997-1 Agent

                                        By: /s/ Courtney A. Bartholomew
                                            ------------------------------------
                                            Title: Vice President


                                      -44-
<PAGE>

                                                                   Exhibit A-1-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT

                    FORM OF RESTRICTED GLOBAL CLASS A-1 NOTE

REGISTERED                                                         $___________*

No. R-

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                     CUSIP (CINS) NO.___________

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY".
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS A-1 NOTE, AGREES FOR THE
BENEFIT-OF AESOP FUNDING II L.L.C. (THE "COMPANY") THAT THIS CLASS A-1 NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH OR
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

            EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.9 OF -THE BASE INDENTURE,
THIS CLASS A-1 NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A
NOMINEE OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A-1 NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO AESOP FUNDING II L.L.C. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-1

----------
*     Denominations of $1,000,000 and integral multiples of $200,000.
<PAGE>
                                                                   Exhibit A-1-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 2


NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            THE PRINCIPAL OF THIS CLASS A-1 NOTE IS PAYABLE IN INSTALLMENTS AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS
A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                             AESOP FUNDING II L.L.C.

                 [   %] RENTAL CAR ASSET BACKED NOTES, CLASS A-1

            AESOP FUNDING II L.L.C., a Delaware limited liability company
(herein referred to as the "Company for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of [ ] MILLION DOLLARS,
which amount shall be payable in the amounts and at the times set forth in the
Indenture, provided, however, that the entire unpaid principal amount of this
Class A-1 Note shall be due on the Class A-1 Final Distribution Date, which is
the October 2001 Distribution Date. However, principal with respect to the Class
A-1 Notes may be paid earlier or later under certain limited circumstances
described in the Indenture. The Company will pay interest on this Class A-1 Note
at the Class A-1 Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class A-1 Note is paid or made available for
payment. Interest on this Class A-1 Note will accrue for each Distribution Date
from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from July
31, 1997. Interest with respect to the Class A-1 Notes will be calculated on the
basis of a 360-day year of twelve 30 day months. Such principal of and interest
on this Class A-1 Note shall be paid in the manner specified on the reverse
hereof.

            The principal of and interest on this Class A-1 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Company with respect to this Class A-1 Note shall be applied first to
interest due and . payable on this Class A-1 Note as provided above and then to
the unpaid principal of this Class A-1 Note. This Class A-1 Note does not
represent an interest in, or an obligation of Original AESOP, AESOP Leasing,
AESOP Leasing II, AFC, ARC, ARAC or any affiliate of original AESOP, AESOP
Leasing, AESOP Leasing II, AFC, ARC, ARAC other than the Company.

            Interests in this Note are exchangeable or transferable in whole or
in part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a

<PAGE>
                                                                   Exhibit A-1-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 3


Temporary Global Note or a Permanent Global Note if this Note is a Restricted
Global Note (each as defined in the Base Indenture), in each case of the same
Series and class, provided that such transfer or exchange complies with Article
2 of the Base Indenture. Interests in this Note may be exchangeable in whole or
in part for duly executed and issued definitive registered Notes if so provided
in Article 2 of the Base Indenture, with the applicable legends as marked
therein, subject to the provisions of the Base Indenture.

            Reference is made to the further provisions of this Class A-1 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-1 Note. Although a summary of
certain provisions of the Indenture are set forth below and on the reverse
hereof and made a part hereof, this Class A-1 Note does not purport to summarize
the Indenture and reference is made to the Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of AESOP Leasing, AESOP
Leasing II, ARAC and the Trustee. A copy of the Indenture may be requested from
the Trustee by writing to the Trustee at: Harris Trust and Savings Bank, 311
Monroe Street, 12th Floor, Chicago, Illinois 60606, Attention: Corporate Trust
Officer. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Indenture.

            Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-1 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

<PAGE>
                                                                   Exhibit A-1-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 4


            IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:____________                       AESOP FUNDING II L.L.C.


                                        By:_____________________________________
                                           Name:
                                           Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1 Notes of a series issued under the
within-mentioned Indenture.

                                        THE BANK OF NEW YORK (as successor in
                                          interest to the corporate trust
                                          administration of Harris Trust and
                                          Savings Bank), as Trustee


                                        By:_____________________________________
                                           Authorized Signatory

<PAGE>
                                                                   Exhibit A-1-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 5


                           [REVERSE OF CLASS A-1 NOTE]

            This Class A-1 Note is one of a duly authorized issue of Class A-1
Notes of the Company, designated as its Fixed Rate Rental Car Asset Backed
Notes, Class A-1 (herein called the "Class A-1 Notes"), all issued under (i) an
Amended and Restated Base Indenture dated as of July 30, 1997 (such Base
Indenture, as amended or modified, is herein called the "Base Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee* .(the
"Trustee", which term includes any successor Trustee under the Base Indenture),
and (ii) a Series 1997-1 Supplement dated as of July 30, 1997 (the "Series
1997-1 Supplement") between the Company and the Trustee. The Base Indenture and
the Series 1997-1 Supplement are referred to herein as the "Indenture". The
Class A-1 Notes are subject to all terms of the Indenture. All terms used in
this Class A-1 Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended.

            The Class A-1 Notes are and will be equally and ratably secured by
the Series 1997-1 Collateral pledged as security therefor as provided in the
Indenture and the Series 1997-1 Supplement.

            Principal of the Class A-1 Notes will be payable on each
Distribution Date specified in and in the amounts described in the Indenture.
"Distribution Date" means the 20th day of each month, or, if any such date is
not a Business Day, the next succeeding Business Day, commencing August 20,
1997.

            Commencing on the Distribution Date following the second
Determination Date during the Class A-1 Controlled Amortization Period or the
first Determination Date after the commencement of the Series 1997-1 Rapid
Amortization Period, payments with respect to principal will be made on the
Class A-1 Notes. As described above, the entire unpaid principal amount of this
Class A-1 Note shall be due and payable on the Series Class A-1 Final
Distribution Date. Notwithstanding the foregoing, if an Amortization Event,
Liquidation Event of Default, Waiver Event or Series 1997-1 Limited Liquidation
Event of Default shall have occurred and be continuing then, in certain
circumstances, principal on the Class A-1 Notes may be paid earlier, as
described in the Indenture. All principal payments on the Class A-1 Notes shall
be made pro rata to the Noteholders entitled thereto.

            Payments of interest on this Class A-1 Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class A-1 Note, shall be made by wire
transfer for credit to the account designated by the Holder of record of this
Class A-1 Note (or one or more predecessor Class A-1 Notes) on the Note Register
as of the close of business on each Record Date, except that with respect to
Class A-1 Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Any reduction in the principal amount of this Class A-1 Note
(or any one or more predecessor Class A-1 Notes)

<PAGE>
                                                                   Exhibit A-1-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 6


effected by any payments made on any Distribution Date shall be binding upon all
future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the
registration of transfer hereof or in exchange hereof or-in lieu hereof, whether
or not noted thereon.

            The Company shall pay interest on overdue installments of interest
at the Class A-1 Note Rate to the extent lawful.

            As provided in the Indenture, the Class A-1 Notes may be redeemed,
in whole, but not in part, at the option of the Company on any Distribution Date
if on such Distribution Date the Class A-1 Invested Amount is less than or equal
to 10-15 of the Class A-1 Initial Invested Amount. The purchase price for such
repurchase of the Class A-1 Notes shall equal the aggregate outstanding
principal balance of such Class A-1 Notes (determined after giving effect to any
payment of principal and interest on such Distribution Date), plus accrued and
unpaid interest on such outstanding Class A-1 Invested Amount.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-1 Note may be registered on the Note
Register upon surrender of this Class A-1 Note for registration of transfer at
the office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by an "Eligible
Guarantor Institution" (as defined in Rule 17Ad-15 under the Exchange Act), and
such other documents as the Trustee may reasonably require, and thereupon one or
more new Class A-1 Notes of authorized denominations in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Class A-1 Note, but the transferor may be required to pay a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.

            Each Noteholder or Note Owner by acceptance of a Class A-1 Note or,
in the case of a Note Owner, a beneficial interest in a Class A-1 Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Company, AESOP Leasing, AESOP Leasing II, ARAC
or the Trustee on the Class A-1 Notes or under the Indenture or any certificate
or other writing delivered in connection therewith, against (i) the Trustee,
AESOP Leasing, AESOP Leasing II or ARAC in its individual capacity, (ii) any
owner of a beneficial interest in the Company or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Trustee, AESOP Leasing,
AESOP Leasing II or ARAC in its individual capacity, any holder of a beneficial
interest in the Company, AESOP Leasing, AESOP Leasing II, ARAC or the Trustee or
of any successor or assign of the Trustee, AESOP Leasing, AESOP Leasing II or
ARAC in its individual capacity, except (a) as any such Person may have
expressly agreed and (b) any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity; provided, however, that nothing contained

<PAGE>
                                                                   Exhibit A-1-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 7


herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Company for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Class A-1 Note, subject to Section 13.18
of the Base Indenture.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

            Prior to the due presentment for registration of transfer of this
Class A-1 Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Class A-1 Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Class A-1
Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.

            It is the intent of the Company, each Noteholder and each Note Owner
that, for Federal, state and local income and franchise tax purposes only, the
Class A-1 Notes will evidence indebtedness of the Company secured by the Series
1997-1 Collateral. Each Noteholder and each Note Owner, by the acceptance of
this Class A-1 Note, agrees to treat this Class A-1 Note for Federal, state and
local income and franchise tax purposes as indebtedness of the Company.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1997-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1997-1 Notes representing more than 50% in principal amount of the aggregate
outstanding amount of the Series 1997-1 Notes which are affected by such
amendment or modification. The Indenture also contains provisions permitting the
Holders of Series 1997-1 Notes representing specified percentages of the
aggregate outstanding amount of the Series 1997-1 Notes, on behalf of the
Holders of all the Series 1997-1 Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Class A-1 Note (or any one of more predecessor Class A-1 Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A-1 Note and of any Class A1 Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Class A-1 Note. The Indenture also permits
the Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1997-1 Notes issued
thereunder.

<PAGE>
                                                                   Exhibit A-1-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 8


            The term "Company" as used in this Class A-1 .Note includes any
successor to the Company under the Indenture.

            The Class A-1 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

            This Class A-1 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

            No reference herein to the Indenture and no provision of this Class
A-1 Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Class A-1 Note at the times, place, and rate, and in the coin
or currency herein prescribed.

            Interests in this Restricted Global Note may be exchanged for
Definitive Notes, subject to the provisions of the Indenture.

<PAGE>
                                                                   Exhibit A-1-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 9


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

_______________________________

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

________________________________________________________________________________
                         (name and address of assignee)

the within Class A-1 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints __________________, attorney, to transfer said Class
A-1 Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:__________________                By:____________________________________*
                                           Signature Guaranteed:


                                        ________________________________________


                                        ________________________________________

----------
*     NOTE: The signature to this assignment must correspond with the name of
      the registered owner as it appears on the face of the within Note, without
      alteration, enlargement or any change whatsoever.
<PAGE>

                             STATEMENT OF INSURANCE

OBLIGATIONS:      $1,650,000,000
                  Aesop Funding II L.L.C.
                  Series 1997-1
                  Rental Car Asset Backed Notes
                  Class A- I and Class A-2

      A note guaranty insurance policy (the "Policy') with respect to the
above-referenced obligations (the "Obligations") has been issued by MBIA
Insurance Corporation (the "Insurer") and is on file at the corporate trust
office of the Trustee.

      The Insurer in consideration of the payment of the premium and subject to
the terms of the Policy, thereby unconditionally and irrevocably guarantees to
any Owner that an amount equal to each M and complete Insured Payment will be
received by Harris Trust and Savings Bank, or its successor, as trustee for the
Owners (the "Trustee7), on behalf of the Owners from the Insurer, for
distribution by the Trustee to each Owner of each Owner's proportionate share of
the Insured Payment. The Insurer's obligations under the Policy with respect to
a particular Insured Payment shall be discharged to the extent funds equal to
the applicable Insured Payment are received by the Trustee, whether or not such
funds are properly applied by the Trustee. Insured Payments shall be made only
at the time set forth in the Policy, and no accelerated Insured Payments shall
be made regardless of any acceleration of the Obligations, unless such
acceleration is at the sole option of the Insurer. The Insured Payments do not
include and the Policy does not insure any distributions of any Controlled
Distribution Amounts.

      Notwithstanding the foregoing paragraph, the Policy does not cover
shortfalls, if any, attributable to the liability of the Issuer or the Trustee
for withholding taxes, if any (including interest and penalties in respect of
any such liability).

      The Insurer will pay any Insured Payment that is a Preference Amount on
the Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (i) a certified copy of the order requiring the return of
such Preference Amount, (ii) an opinion of counsel satisfactory to the Insurer
that such order is final and not subject to appeal, (iii) an assignment in such
form as is reasonably required by the Insurer, irrevocably assigning to the
Insurer all rights and claims of the Owner relating to or arising under the
Obligations against the debtor which made such preference payment or otherwise
with respect to such preference payment and (iv) appropriate instruments to
effect the appointment of the Insurer as agent for such Owner in any legal
proceeding related to such preference payment, such instruments being in a form
satisfactory to the Insurer, provided that if such documents are received after
12:00 noon, New York City time, on such Business Day, they will be deemed to be
received on the following Business Day. Such payments shall be disbursed to the
receiver or trustee in bankruptcy named in the final order of the court
exercising jurisdiction on behalf of the Owner and not to any Owner directly
unless such Owner has returned principal or interest paid on the Obligations to
such receiver or trustee in bankruptcy, in which case such payment shall be
disbursed to such Owner.

<PAGE>
                                                                          Page 2


      The Insurer will pay any other amount payable under the Policy no later
than 12:00 noon, New York City time, on the later of the, Distribution Date on
which the related Deficiency Amount is due or the second Business Day following
receipt in New York, New York on a Business Day by State Street Bank and Trust
Company, N.A., as Fiscal Agent for the Insurer or any successor fiscal agent
appointed by the Insurer (the "Fiscal Agent") of a Notice (as described below);
provided that if such Notice is received after 12:00 noon, New York City time,
on such Business Day, it will be deemed to be received on the following Business
Day. If any such Notice received by the Fiscal Agent is not in proper form or is
otherwise insufficient for the purpose of making claim under the Policy, it
shall be deemed not to have been received by the Fiscal Agent for purposes of
this paragraph, and the Insurer or the Fiscal Agent, as the case may be, shall
promptly so advise the Trustee and the Trustee may submit an amended Notice.

      Insured Payments due under the Policy, unless otherwise stated in the
Policy, will be disbursed by the Fiscal Agent to the Trustee on behalf of the
Owners by wire transfer of immediately available funds in the amount of the
Insured Payment less, in respect of Insured Payments related to Preference
Amounts, any amount held by the Trustee for the payment of such Insured Payment
and legally available therefor.

      The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent
shall in no event be liable to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds to
make payments due under this Policy.

      Subject to the terms of the Agreement, the Insurer shall be subrogated to
the rights of each Owner to receive payments under the Obligations to the extent
of any payment by the Insurer under the Policy.

      As used herein, the following terms shall have the following meanings:

      "AGREEMENT" means the Amended and Restated Base Indenture dated as of July
30, 1997 between Aesop Funding II L.L.C. and the Trustee, as amended and
supplemented by the Series 1997-1 Supplement dated as of July 30, 1997 between
Aesop Funding II L.L.C. and the Trustee, without regard to any amendment or
supplement thereto, unless such amendment or supplement has been approved in
writing by the Insurer.

      "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day on
which the Insurer or banking institutions in New York City or in the city in
which the corporate trust office of the Trustee under the Agreement is located
are authorized or obligated by law or executive order to close.

      "DEFICIENCY AMOUNT" means (a) with respect to any Distribution Date, the
sum of (i) the excess, if any, of (A) the Series 1997-1 Monthly Interest over
(B) amounts in the Series 1997-1 Accrued Interest Account and the Series 1997-1
Reserve Account as of such Distribution Date and (ii) the Principal Deficit
Amount with respect to such Distribution Date and (b) with respect to the Class
A- I Final Distribution Date or the Class A-2 Final Distribution Date, the Class
A- I Invested Amount or the Class A-2 Invested Amount to the extent unpaid on
such Distribution Date.

<PAGE>
                                                                          Page 3


      "INSURED PAYMENT" means (i) as of any Distribution Date, any Deficiency
Amount any Preference Amount.

      "NOTICE" means the telephonic or telegraphic notice, promptly confirmed in
writing by telecopy substantially in the form of Exhibit A attached to the
Policy, the original of which is subsequently delivered by registered or
certified mail, from the Trustee specifying the Insured Payment which shall be
due and owing on the applicable Distribution Date.

      "OWNER" means each Noteholder (as defined in the Agreement) who, on the
applicable Distribution Date, is entitled under the terms of the applicable
Obligations to payment under the Policy.

      "PREFERENCE AMOUNT" means any amount previously distributed to an Owner on
the Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time, in accordance with a final
nonappealable order of a court having competent jurisdiction.

      Capitalized terms used in the Policy and not otherwise defined therein
shall have the respective meanings set forth in the Agreement as of the date of
execution of the Policy, without giving effect to any subsequent amendment to or
modification of the Agreement unless such amendment or modification has been
approved in writing by the Insurer.

      Any notice under the Policy or service of process on the Fiscal Agent may
be made at the address listed below for the Fiscal Agent or such other address
as the Insurer shall specify in writing to the Trustee.

      The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New
York, New York 10006 Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Trustee in writing.

      The Policy is being issued under and pursuant to, and shall be construed
under, the laws of the State of New York, without giving effect to the conflict
of laws principles thereof.

      The insurance provided by the Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.

      The Policy is not cancelable for any reason. The premium on the Policy is
not refundable for any reason including payment, or provision being made for
payment, prior to maturity of the Obligations.

                                                      MBIA INSURANCE CORPORATION
<PAGE>

                                                                   EXHIBIT A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT

                     FORM OF TEMPORARY GLOBAL CLASS A-1 NOTE

REGISTERED                                                    $_______________**

No. R -

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                  CUSIP (CINS) NO.______________
                                                           ISIN NO._____________

            THIS NOTE IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR A PERMANENT GLOBAL NOTE WHICH IS, UNDER CERTAIN CIRCUMSTANCES, IN TURN,
EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE RIGHTS ATTACHING TO THIS
TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY"
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS A-1 NOTE, AGREES FOR THE
BENEFIT OF AESOP FUNDING II L.L.C. (THE "COMPANY") THAT THIS CLASS A-1 NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH OR
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS

----------
**    Denominations of $1,000,000 and integral multiples of $200,000.
<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 2


REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH
ABOVE.

            EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE,
THIS CLASS A-1 NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A
NOMINEE OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A-1 NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO AESOP FUNDING II L.L.C. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-1 NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

            THE PRINCIPAL OF THIS CLASS A-1 NOTE IS PAYABLE IN INSTALLMENTS AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS
A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

            INTERESTS IN THIS TEMPORARY GLOBAL NOTE MAY ONLY BE HELD BY NON U.S.
PERSONS AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY ONLY BE HELD IN BOOK-ENTRY FORM THROUGH EUROCLEAR OR CEDEL.

                             AESOP FUNDING II L.L.C.

                [    %] RENTAL CAR ASSET BACKED NOTES, CLASS A-1

            AESOP FUNDING II L.L.C., a Delaware limited liability company
(herein referred to as the "Company") for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of [ I MILLION DOLLARS
(or such lesser amount as shall be the outstanding principal amount of this
Temporary Global Note shown in Schedule A hereto), which amount shall be payable
in the amounts and at the times set forth in the Indenture, provided, however,
that the entire unpaid principal amount of this Class A-1 Note shall be due on
the Class A-1 Final Distribution Date, which is the October 2001 Distribution
Date. However, principal with respect to the Class A-1 Notes may be paid earlier
or later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class A-1 Note at the Class A-1 Note Rate.
Such interest shall be payable on each Distribution Date until the principal of
this Class A-1 Note is paid or made available for payment. Interest on this
Class A-1

<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 3


Note will accrue for each Distribution Date from the most recent Distribution
Date on which interest has been paid to but excluding such Distribution Date or,
if no interest has yet been paid, from August 20, 1997. Interest with respect to
the Class A-1 Notes will be calculated on the basis of a 360-day year of twelve
30 day months. Such principal of and interest on this Class A-1 Note shall be
paid in the manner specified on the reverse hereof.

            The principal of and interest on this Class A-1 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Company with respect to this Class A-1 Note shall be applied first to
interest due and payable on this Class A-1 Note as provided above and then to
the unpaid principal of this Class A-1 Note. This Class A-1 Note does not
represent an interest in, or an obligation of Original AESOP, AESOP Leasing,
AESOP Leasing II, AFC, ARC, ARAC or any affiliate of Original AESOP, AESOP
Leasing, AESOP Leasing II, AFC, ARC, ARAC other than the Company.

            Interests in this Note are exchangeable or transferable in whole or
in part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a Temporary Global Note or a Permanent Global
Note if this Note is a Restricted Global Note (each as defined in the Base
Indenture), in each case of the same Series and class, provided that such
transfer or exchange complies with Article 2 of the Base Indenture. Interests in
this Note may be exchangeable in whole or in part for duly executed and issued
definitive registered Notes if so provided in Article 2 of the Base Indenture,
with the applicable legends as marked therein, subject to the provisions of the
Base Indenture.

            Reference is made to the further provisions of this Class A-1 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-1 Note. Although a summary of
certain provisions of the Indenture are set forth below and on the reverse
hereof and made a part hereof, this Class A-1 Note does not purport to summarize
the Indenture and reference is made to the Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of AESOP Leasing, AESOP
Leasing II, ARAC and the Trustee. A copy of the Indenture may be requested from
the Trustee by writing to the Trustee at: Harris Trust and Savings Bank, 311
Monroe Street, 12th Floor, Chicago, Illinois 60606, Attention: Corporate Trust
Officer. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Indenture.

            Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-1 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 4


            IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:____________                       AESOP FUNDING II L.L.C.


                                        By:_____________________________________
                                           Name:
                                           Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1 Notes of a series issued under the
within-mentioned Indenture.

                                        THE BANK OF NEW YORK (as successor in
                                          interest to the corporate trust
                                          administration of Harris Trust and
                                          Savings Bank), as Trustee


                                        By:_____________________________________
                                           Authorized Signatory

<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 5


                           [REVERSE OF CLASS A-1 NOTE]

            This Class A-1 Note is one of a duly authorized issue of Class A-1
Notes of the Company, designated as its Fixed Rate Rental Car Asset Backed
Notes, Class A-1 (herein called the "Class A-1 Notes"), all issued under U) an
Amended and Restated Base Indenture dated as of July 30, 1997 (such Base
Indenture, as amended or modified, is herein called the "Base Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee (the
"Trustee", which term includes any successor Trustee under the Base Indenture),
and (ii) a Series 1997-1 Supplement dated as of July 30, 1997 (the "Series
1997-1 Supplement") between the Company and the Trustee., The Base Indenture and
the Series 1997-1 Supplement are referred to herein as the "Indenture". The
Class A-1 Notes are subject to all terms of the Indenture. All terms used in
this Class A-1 Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended.

            The Class A-1 Notes are and will be equally and ratably secured by
the Series 1997-1 Collateral pledged as security therefor as provided in the
Indenture and the Series 1997-1 Supplement.

            Principal of the Class A-1 Notes will be payable on each
Distribution Date specified in and in the amounts described in the Indenture.
"Distribution Date" means the 20th day of each month, or, if any such date is
not a Business Day, the next succeeding Business Day, commencing August 20,
1997.

            Commencing on the Distribution Date following the second
Determination Date during the Class A-1 Controlled Amortization Period or the
first Determination Date after the commencement of the Series 1997-1 Rapid
Amortization Period, payments with respect to principal will be made on the
Class A-1 Notes. As described above, the entire unpaid principal amount of this
Class A-1 Note shall be due and payable on the Series Class A-1 Final
Distribution Date. Notwithstanding the foregoing, if an Amortization Event,
Liquidation Event of Default, Waiver Event or Series 1997-1 Limited Liquidation
Event of Default shall have occurred and be continuing then, in certain
circumstances, principal on the Class A-1 Notes may be paid earlier, as
described in the Indenture. All principal payments on the Class A-1 Notes shall
be made pro rata to the Noteholders entitled thereto.

            Payments of interest on this Class A-1 Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class A-1 Note, shall be made by wire
transfer for credit to the account designated by the Holder of record of this
Class A-1 Note (or one or -more predecessor Class A-1 Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class A-1 Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Any reduction in the

<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 6


principal amount of this Class A-1 Note (or any one or more predecessor Class
A-1 Notes) effected by any payments made on any Distribution Date shall be
binding upon all future Holders of this Class A-1 Note and of any Class A-1 Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted thereon.

            The Company shall pay interest on overdue installments of interest
at the Class A-1 Note Rate to the extent lawful.

            As provided in the Indenture, the Class A-1 Notes may be redeemed,
in whole, but not in part, at the option of the Company on any Distribution Date
if on such Distribution Date the Class A-1 Invested Amount is less than or equal
to 100-. of the Class A-1 Initial Invested Amount. The purchase price for such
repurchase of the Class A-1 Notes shall equal the aggregate outstanding
principal balance of such Class A-1 Notes (determined after giving effect to any
payment of principal and interest on such Distribution Date), plus accrued and
unpaid interest on such outstanding Class A-1 Invested Amount.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-1 Note may be registered on the Note
Register upon surrender of this Class A-1 Note for registration of transfer at
the office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by an "Eligible
Guarantor Institution" (as defined in Rule 17Ad-15 under the Exchange Act), and
such other documents as the Trustee may reasonably require, and thereupon one or
more new Class A-1 Notes of authorized denominations in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Class A-1 Note, but the transferor may be required to pay a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.

            Each Noteholder or Note Owner by acceptance of a Class A-1 Note or,
in the case of a Note Owner, a beneficial interest in a Class A-1 Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Company, AESOP Leasing, AESOP Leasing II, ARAC
or the Trustee on the Class A-1 Notes or under the Indenture or any certificate
or other writing delivered in connection therewith, against (i) the Trustee,
AESOP Leasing, AESOP Leasing II or ARAC in its individual capacity, (ii) any
owner of a beneficial interest in the Company or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Trustee, AESOP Leasing,
AESOP Leasing II or ARAC in its individual capacity, any holder of a beneficial
interest in the Company, AESOP Leasing, AESOP Leasing II, ARAC or the Trustee or
of any successor or assign of the Trustee, AESOP Leasing, AESOP Leasing II or
ARAC in its individual capacity, except (a) as any such Person may have
expressly agreed and (b) any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to

<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 7


pay any installment or call owing to such entity; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Company for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class A-1 Note, subject to
Section 13.18 of the Base Indenture.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following .payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

            Prior to the due presentment for registration of transfer of this
Class A-1 Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Class A-1 Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Class A-1
Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.

            It is the intent of the Company, each Noteholder and each Note Owner
that, for Federal, state and local income and franchise tax purposes only, the
Class A-1 Notes will evidence indebtedness of the Company secured by the Series
1997-1 Collateral. Each Noteholder and each Note Owner, by the acceptance of
this Class A-1 Note, agrees to treat this Class A-1 Note for Federal, state and
local income and franchise tax purposes as indebtedness of the Company.

            Each Holder of this Note shall provide to the Trustee at least
annually an appropriate statement (on Internal Revenue Service Form W-8 or
suitable substitute,) with respect to United States federal income tax and
withholding tax, signed under penalties of perjury, certifying that the
beneficial owner of this Note is a non U.S. person and providing the
Noteholder's name and address. If the information provided in the statement
changes, the Noteholder shall so inform the Trustee within 30 days of such
change.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1997-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1997-1 Notes representing more than 50% in principal amount of the aggregate
outstanding amount of the Series-1997-1 Notes which are affected by such
amendment or modification. The Indenture also contains provisions permitting the
Holders of Series 1997-1 Notes representing specified percentages of the
aggregate outstanding amount of the Series 1997-1 Notes, on behalf of the
Holders of all the Series 1997-1 Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this

<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 8


Class A-1 Note (or any one of more predecessor Class A-1 Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A-1 Note and of any Class A1 Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Class A-1 Note. The Indenture also permits
the Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1997-1 Notes issued
thereunder.

            The term "Company" as used in this Class A-1 Note includes any
successor to the Company under the Indenture.

            The Class A-1 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

            This Class A-1 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

            No reference herein to the Indenture and no provision of this Class
A-1 Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Class A-1 Note at the times, place, and rate, and in the coin
or currency herein prescribed.

            Prior to the Exchange Date (as defined below), payments (if any) on
this Temporary Global Note will only be paid to the extent that there is
presented by Cedel Bank, societe anonyme ("Cedel") or Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System
("Euroclear") to the Trustee at its office in London a certificate,
substantially in the form set out in Exhibit B to the Base Indenture, to the
effect that it has received from or in respect of a person entitled to a Note
(as shown by its records) a certificate from such person in or substantially in
the form of Exhibit C to the Base Indenture., After the Exchange Date the holder
of this Temporary Global Note will not be entitled to receive any payment
hereon, until this Temporary Global Note is exchanged in full for a Permanent
Global Note. This Temporary Global Note shall in all other respects be entitled
to the same benefits as the Permanent Global Notes under the Indenture.

            On or after the date (the "Exchange Date") which is the date that is
the 40th day after the completion of the distribution of the relevant Series,
interests in this Temporary Global Note may be exchanged (free of charge) for
interests in a Permanent Global Note in the form of Exhibit A-1-3 to the Series
1997-1 Supplement upon presentation of this Temporary Global Note at the office
in London of the Trustee (or at such other place outside the United States of
America, its territories and possessions as the Trustee may agree). The
Permanent Global Note shall be so issued and delivered in exchange for only that
portion of this Temporary Global Note in respect of which there shall have been
presented to the Trustee by Euroclear or Cedel a certificate, substantially in
the form set out in Exhibit B to the Base Indenture, to the effect that it

<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 9


has received from or in respect of a person entitled to a Note (as shown by its
records) a certificate from such person in or substantially in the form of
Exhibit C to the Base Indenture. On an exchange of the whole of this Temporary
Global Note, this Temporary Global Note shall be surrendered to the Trustee at
its office in London. On an exchange of part only of this Temporary Global Note,
details of such exchange shall be entered by or on behalf of the Company in
Schedule A hereto and the relevant space in Schedule A hereto recording such
exchange shall be signed by or on behalf of the Company. If, following the issue
of a Permanent Global Note in exchange for some of the Notes represented by this
Temporary Global Note, further Notes of this Series are to be exchanged pursuant
to this paragraph, such exchange may be effected, without the issue of a new
Permanent Global Note, by the Company or its agent endorsing Part I of Schedule
A of the Permanent Global Note previously issued to reflect an increase in the
aggregate principal amount of such Permanent Global Note by an amount equal to
the aggregate principal amount of the additional Notes of this Series to be
exchanged.

            Interests in this Temporary Global Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear or
Cedel. Each person who is shown in the records of Euroclear and Cedel as
entitled to a particular number of Notes by way of an interest in this Temporary
Global Note will be treated by the Company, the Trustee and any paying agent as
the holder of such number of Notes. For purposes of this Temporary Global Note,
the securities account records of Euroclear or Cedel shall, in the absence of
manifest ,error, be conclusive evidence of the identity of the holders of Notes
and of the principal amount of Notes represented by this Temporary Global Note
credited to the securities accounts of such holders of Notes. Any statement
issued by Euroclear or Cedel to any holder relating to a specified Note or Notes
credited to the securities account of such holder and stating the principal
amount of such Note or Notes and certified by Euroclear or Cedel to be a true
record of such securities account shall, in the absence of manifest error, be
conclusive evidence of the records of Euroclear or Cedel for the purposes of the
next preceding sentence (but without prejudice to any other means of producing
such records in evidence). Notwithstanding any provision to the contrary
contained in this Temporary Global Note, the Company irrevocably agrees, for the
benefit of such holder and its successors and assigns, that, subject to the
provisions of the Indenture, each holder or its successors or assigns may file
any claim, take any action or institute any proceeding to enforce, directly
against the Company, the obligation of the Company hereunder to pay any amount
due in respect of each Note represented by this Temporary Global Note which is
credited to such holder's securities account with Euroclear or Cedel without the
production of this Temporary Global Note.

<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                         Page 10


                                   SCHEDULE A

                         SCHEDULE OF EXCHANGES FOR NOTES
                     REPRESENTED BY A PERMANENT GLOBAL NOTE

The following exchanges of a part of this Temporary Global Note for Notes
represented by a Permanent Global Note have been made:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

             PART OF PRINCIPAL
             AMOUNT OF THIS         REMAINING
             TEMPORARY GLOBAL       PRINCIPAL AMOUNT
             NOTE EXCHANGED FOR     OF THIS TEMPORARY
 DATE        NOTES REPRESENTED      GLOBAL NOTE
 EXCHANGE    BY A PERMANENT         FOLLOWING SUCH        NOTATION MADE BY OR ON
 MADE        GLOBAL NOTE            EXCHANGE              BEHALF OF THE ISSUER
--------------------------------------------------------------------------------
<S>          <C>                    <C>                   <C>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                                                   Exhibit A-1-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                         Page 11


See Exhibit A-1-1 for form of statement of insurance
<PAGE>

                                                                   EXHIBIT A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT

                     FORM OF PERMANENT GLOBAL CLASS A-1 NOTE

REGISTERED                                                      $____________***

No. R-

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO.____________
                                                           ISIN NO. ____________

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY"
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS A-1 NOTE, AGREES FOR THE
BENEFIT OF AESOP FUNDING II L.L.C. (THE "COMPANY") THAT THIS CLASS A-1 NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH OR
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

            EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE,
THIS CLASS A-1 NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A
NOMINEE OF SUCH SUCCESSOR

----------
***   Denominations of $1,000,000 and integral multiples of $200,000.
<PAGE>
                                                                   Exhibit A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 2


CLEARING AGENCY. UNLESS THIS CLASS A-1 NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO AESOP FUNDING II L.L.C. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CLASS A-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            THE PRINCIPAL OF THIS CLASS A-1 NOTE IS PAYABLE IN INSTALLMENTS AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS
A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                             AESOP FUNDING II L.L.C.

                 [   %] RENTAL CAR ASSET BACKED NOTES, CLASS A-1

            AESOP FUNDING II L.L.C., a Delaware limited liability company
(herein referred to as the "Company"), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of [ I MILLION
DOLLARS, which amount shall be payable in the amounts and at the times set forth
in the Indenture, provided, however, that the entire unpaid principal amount of
this Class A-1 Note shall be due on the Class A-1 Final Distribution Date, which
is the October 2001 Distribution Date. However, principal with respect to the
Class A-1 Notes may be paid earlier or later under certain limited circumstances
described in the Indenture. The Company will pay interest on this Class A-1 Note
at the Class A-1 Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class A-1 Note is paid or made available for
payment. Interest on this Class A-1 Note will accrue for each Distribution Date
from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from July
31, 1997. Interest with respect to the Class A-1 Notes will be calculated on the
basis of a 360-day year of twelve 30 day months. Such principal of and interest
on this Class A-1 Note shall be paid in the manner specified on the reverse
hereof.

            The principal of and interest on this Class A-1 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Company with respect to this Class A-1 Note shall be applied first to
interest due and payable on this Class A-1 Note as provided above and then to
the unpaid principal of this Class A-1 Note. This Class A-l Note does not
represent an interest in, or an obligation of Original AESOP, AESOP Leasing,
AESOP Leasing II, AFC,

<PAGE>
                                                                   Exhibit A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 3


ARC, ARAC or any affiliate of original AESOP, AESOP Leasing, AESOP Leasing II,
AFC, ARC, ARAC other than the Company.

            Reference is made to the further provisions of this Class A-1 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-1 Note. Although a summary of
certain provisions of the Indenture are set forth below and on the reverse
hereof and made a part hereof, this Class A-1 Note does not purport to summarize
the Indenture and reference is made to the Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of AESOP Leasing, AESOP
Leasing II, ARAC and the Trustee. A copy of the Indenture may be requested from
the Trustee by writing to the Trustee at: Harris Trust and Savings Bank, 311
Monroe Street, 12th Floor, Chicago, Illinois 60606, Attention: Corporate Trust
Officer. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Indenture.

            Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-1 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

<PAGE>
                                                                   Exhibit A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 4


            IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:____________                       AESOP FUNDING II L.L.C.


                                        By:_____________________________________
                                           Name:
                                           Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1 Notes of a series issued under the
within-mentioned Indenture.

                                        THE BANK OF NEW YORK (as successor in
                                          interest to the corporate trust
                                          administration of Harris Trust and
                                          Savings Bank), as Trustee


                                        By:_____________________________________
                                           Authorized Signatory

<PAGE>
                                                                   Exhibit A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 5


                           [REVERSE OF CLASS A-1 NOTE]

            This Class A-1 Note is one of a duly authorized issue of Class A-1
Notes of the Company, designated as its Fixed Rate Rental Car Asset Backed
Notes, Class A-1 (herein called the "Class A-1 Notes"), all issued under (i) an
Amended and Restated Base Indenture dated as of July 30, 1997 (such Base
Indenture, as amended or modified, is herein called the "Base Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee (the
"Trustee", which term includes any successor Trustee under the Base Indenture),
and (ii) a Series 1997-1 Supplement dated as of July 30, 1997 (the "Series
1997-1 Supplement") between the Company and the Trustee. The Base Indenture and
the Series 1997-1 Supplement are referred to herein as the "Indenture". The
Class A-1 Notes are subject to all terms of the Indenture. All terms used in
this Class A-1 Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended.

            The Class A-1 Notes are and will be equally and ratably secured by
the Series 1997-1 Collateral pledged as security therefor as provided in the
Indenture and the Series 1997-1 Supplement.

            Principal of the Class A-1 Notes will be payable on each
Distribution Date specified in and in the amounts described in the Indenture.
"Distribution Date" means the 20th day of each month, or, if any such date is
not a Business Day, the next succeeding Business Day, commencing August 20,
1997.

            Commencing on the Distribution Date following the second
Determination Date during the Class A-1 Controlled Amortization Period or the
first Determination Date after the commencement of the Series 1997-1 Rapid
Amortization Period, payments with respect to principal will be made on the
Class A-1 Notes. As described above, the entire unpaid principal amount of this
Class A-1 Note shall be due and payable on the Series Class A-1 Final
Distribution Date. Notwithstanding the foregoing, if an Amortization Event,
Liquidation Event of Default, Waiver Event or Series 1997-1 Limited Liquidation
Event of Default shall have occurred and be continuing then, in certain
circumstances, principal on the Class A-1 Notes may be paid earlier, as
described in the Indenture. All principal payments on the Class A-1 Notes shall
be made pro rata to the Noteholders entitled thereto.

            Payments of interest on this Class A-1 Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class A-1 Note, shall be made by wire
transfer for credit to the account designated by the Holder of record of this
Class A-l Note (or one or more predecessor Class A-1 Notes) on the Note Register
as of the close of business on each Record Date, except that with respect to
Class A-1 Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Any reduction in the principal amount of this Class A-1 Note
(or any one or more predecessor Class A-1 Notes) effected by any payments made
on any Distribution Date shall be binding upon all future Holders

<PAGE>
                                                                   Exhibit A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 6


of this Class A-1 Note and of any Class A-1 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

            The Company shall pay interest on overdue installments of interest
at the Class A-1 Note Rate to the extent lawful.

            As provided in the Indenture, the Class A-1 Notes may be redeemed,
in whole, but not in part, at the option of the Company on any Distribution Date
if on such Distribution Date the Class A-1 Invested Amount is less than or equal
to 10% of the Class A-1 Initial Invested Amount. The purchase price for such
repurchase of the Class A-1 Notes shall equal the aggregate outstanding
principal balance of such Class A-1 Notes (determined after giving effect to any
payment of principal and interest on such Distribution Date), plus accrued and
unpaid interest on such outstanding Class A-1 Invested Amount.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-1 Note may be registered on the Note
Register upon surrender of this Class A-1 Note for registration of transfer at
the office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney
duly authorized it writing, with such signature guaranteed by an "Eligible
Guarantor Institution" (as defined in Rule 17Ad-15 under the Exchange Act), and
such other documents as the Trustee may reasonably require, and thereupon one or
more new Class A-1 Notes of authorized denominations in the same aggregate
principal amount will be issued to the designated -transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Class A-1 Note, but the transferor may be required to pay a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.

            Each Noteholder or Note Owner by acceptance of a Class A-1 Note or,
in the case of a Note Owner, a beneficial interest in a Class A-1 Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Company, AESOP Leasing, AESOP Leasing II, ARAC
or the Trustee on the Class A-1 Notes or under the Indenture or any certificate
or other writing delivered in connection therewith, against U) the Trustee,
AESOP Leasing, AESOP Leasing II or ARAC in its individual capacity, (ii) any
owner of a beneficial interest in the Company or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Trustee, AESOP Leasing,
AESOP Leasing II or ARAC in its individual capacity, any holder of a beneficial
interest in the Company, AESOP Leasing, AESOP Leasing II, ARAC or the Trustee or
of any successor or assign of the Trustee, AESOP Leasing, AESOP Leasing II or
ARAC in its individual capacity, except (a) as any such Person may have
expressly agreed and (b) any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the Company

<PAGE>
                                                                   Exhibit A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 7


for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Class A-1 Note, subject to Section 13.18 of the Base
Indenture.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

            Prior to the due presentment for registration of transfer of this
Class A-1 Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Class A-1 Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Class A-1
Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.

            It is the intent of the Company, each Noteholder and each Note Owner
that, for Federal, state and local income and franchise tax purposes only, the
Class A-1 Notes will evidence indebtedness of the Company secured by the Series
1997-1 Collateral. Each Noteholder and each Note Owner, by the acceptance of
this Class A-1 Note, agrees to treat this Class A-1 Note for Federal, state and
local income and franchise tax purposes as indebtedness of the Company.

            Each Holder of this Note shall provide to the Trustee at least
annually an appropriate statement (on Internal Revenue Service Form W-8 or
suitable substitute) with respect to United States federal income tax and
withholding tax, signed under penalties of perjury, certifying that the
beneficial owner of this Note is a non U.S. person and providing the
Noteholder's name and address. If the information provided in the statement
changes, the Noteholder shall so inform the Trustee within 30 days of such
change.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1997-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1997-1 Notes representing more than 50% in principal amount of the aggregate
outstanding amount of the Series 1997-1 Notes which are affected by such
amendment or modification. The Indenture also contains provisions permitting the
Holders of Series 1997-1 Notes representing specified percentages of the
aggregate outstanding amount of the Series 1997-1 Notes, on behalf of the
Holders of all the Series 1997-1 Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Class A-1 Note (or any one of more predecessor Class A-1 Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A-1 Note and of any Class A-

<PAGE>
                                                                   Exhibit A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 8


1 Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Class A-1 Note. The Indenture also permits the Trustee to amend or waive
certain terms and conditions set forth in the Indenture without the consent of
Holders of the Series 1997-1 Notes issued thereunder.

            The term "Company" as used in this Class A-1 Note includes any
successor to the Company under the Indenture.

            The Class A-1 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

            This Class A-1 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

            No reference herein to the Indenture and no provision of this Class
A-1 Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Class A-1 Note at the times, place, and rate, and in the, coin
or currency herein prescribed

            Interests in this Permanent Global Note will be transferable in
accordance with the rules and procedures for the time being of Cedel Bank,
societe anonyme ("Cedel") or Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System ("Euroclear"). Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Permanent Global Note will be treated by
the Trustee and any paying agent as the holder of such number of Notes. For
purposes of this Permanent Global Note, the securities account records of
Euroclear or Cedel shall, in the absence of manifest error, be conclusive
evidence of the identity of the holders of Notes and of the principal amount of
Notes represented by this Permanent Global Note credited to the securities
accounts of such holders of Notes. Any statement issued by Euroclear or Cedel to
any holder relating to a specified Note or Notes credited to the securities
account of such holder and stating the principal amount of such Note or Notes
and certified by Euroclear or Cedel to be a true record of such securities
account shall, in the absence of manifest error, be conclusive evidence of the
records of Euroclear or Cedel for the purposes of the next preceding sentence
(but without prejudice to any other means of producing such records in
evidence). Notwithstanding any provision to the contrary contained in this
Permanent Global Note, the Company irrevocably agrees, for the benefit of such
holder and its successors and assigns, that, subject to the provisions of the
Indenture, each holder or its successors or assigns may file any claim, take any
action or institute any proceeding to enforce, directly against the Company, the
obligation of the Company hereunder to pay any amount due in respect of each
Note represented by this Permanent Global Note which is credited to such
holder's securities account with Euroclear or Cedel without the production of
this Permanent Global Note.

<PAGE>
                                                                   Exhibit A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 9


            Interests in this Permanent Global Note may be exchanged for
Definitive Notes subject to the provisions of the Indenture.

<PAGE>
                                                                   Exhibit A-1-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                         Page 10


See Exhibit A-1-1 for form of statement of insurance

<PAGE>

                                                                   EXHIBIT A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT

                    FORM OF RESTRICTED GLOBAL CLASS A-2 NOTE

REGISTERED                                                      $___________****

No. R -

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                  CUSIP (CINS) NO.______________

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY"
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS A-2 NOTE, AGREES FOR THE
BENEFIT OF AESOP FUNDING II L.L.C. (THE "COMPANY") THAT THIS CLASS A-2 NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO-DISTRIBUTION AND MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH OR
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

            EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE,
THIS CLASS A-2 NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A
NOMINEE OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A-2 NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW

----------
****  Denominations of $1,000,000 and integral multiples of $200,000.
<PAGE>
                                                                   Exhibit A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 2


YORK CORPORATION ("DTC-1), TO AESOP FUNDING II L.L.C. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-2 NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

            THE PRINCIPAL OF THIS CLASS A-2 NOTE IS PAYABLE IN INSTALLMENTS AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS
A-2 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                             AESOP FUNDING II L.L.C.

                 [   %] RENTAL CAR ASSET BACKED NOTES, CLASS A-2

            AESOP FUNDING II L.L.C., a Delaware limited liability company
(herein referred to as the "Company"), for value received, hereby promises to
pay to Cede Co., or registered assigns, the principal sum of I MILLION DOLLARS,
which amount shall be payable in the amounts and at the times set forth in the
Indenture, provided, however, that the entire unpaid principal amount of this
Class A-2 Note shall be due on the Class A-2 Final Distribution Date, which is
the October 2003 Distribution Date. However, principal with respect to the Class
A-2 Notes may be paid earlier or later under certain limited-circumstances
described in the Indenture. The Company will pay interest on this Class A-2 Note
at the Class A-2 Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class A-2 Note is paid or made available for
payment. Interest on this Class A-2 Note will accrue for each Distribution Date
from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from
August 20, 1997. Interest with respect to the Class A-2 Notes will be calculated
on the basis of a 360-day year of twelve 30 day months. Such principal of and
interest on this Class A-2 Note shall be paid in the manner specified on the
reverse hereof.

            The principal of and interest on this Class A-2 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Company with respect to this Class A-2 Note shall be applied first to
interest due and payable on this Class A-2 Note as provided above and then to
the unpaid principal of this Class A-2 Note. This Class A-2 Note does not
represent an interest in, or an obligation of Original AESOP, AESOP Leasing,
AESOP Leasing II, AFC, ARC, ARAC or any affiliate of Original AESOP, AESOP
Leasing, AESOP Leasing II, AFC, ARC, ARAC other than the Company.

<PAGE>
                                                                   Exhibit A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 3


            Interests in this Note are exchangeable or transferable in whole or
in part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a Temporary Global Note or a Permanent Global
Note if this Note is a Restricted Global Note (each as defined in the Base
Indenture), in each case of the same Series and class, provided that such
transfer or exchange complies with Article 2 of the Base Indenture. Interests in
this Note may be exchangeable in whole or in part for duly executed and issued
definitive registered Notes if so provided in Article 2 of the Base Indenture,
with the applicable legends as marked therein, subject to the provisions of the
Base Indenture.

            Reference is made to the further provisions of this Class A-2 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-2 Note. Although a summary of
certain provisions of the Indenture are set forth below and on the reverse
hereof and made a part hereof, this Class A-2 Note does not purport to summarize
the Indenture and reference is made to the Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of AESOP Leasing, AESOP
Leasing II, ARAC and the Trustee. A copy of the *Indenture may be requested from
the Trustee by writing to the Trustee at: Harris Trust and Savings Bank, 311
Monroe Street, 12th Floor, Chicago, Illinois 60606, Attention: Corporate Trust
Officer. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Indenture.

            Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-2 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

<PAGE>
                                                                   Exhibit A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 4


            IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:____________                       AESOP FUNDING II L.L.C.


                                        By:_____________________________________
                                           Name:
                                           Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-2 Notes of a series issued under the
within-mentioned Indenture.

                                        THE BANK OF NEW YORK (as successor in
                                          interest to the corporate trust
                                          administration of Harris Trust and
                                          Savings Bank), as Trustee


                                        By:_____________________________________
                                           Authorized Signatory

<PAGE>
                                                                   Exhibit A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 5


                           [REVERSE OF CLASS A-2 NOTE]

            This Class A-2 Note is one of a duly authorized issue of Class A-2
Notes of the Company, designated as its Fixed Rate Rental Car Asset Backed
Notes, Class A-2 (herein called the ",Class A-2 Notes"), all issued under (i) an
Amended and Restated Base Indenture dated as of July 30, 1997 (such Base
Indenture, as amended or modified, is herein called the "Base Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee (the
"Trustee", which term includes any successor Trustee under the Base Indenture),
and (ii) a Series 1997-1 Supplement dated as of July 30, 1997 (the "Series
1997-1 Supplement") between the Company and the Trustee. The Base Indenture and
the Series 1997-1 Supplement are referred to herein as the "Indenture". The
Class A-2 Notes are subject to all terms of the Indenture. All terms used in
this Class A-2 Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended.

            The Class A-2 Notes are and will be equally and ratably secured by
the Series 1997-1 Collateral pledged as security therefor as provided in the
Indenture and the Series 1997-1 Supplement.

            Principal of the Class A-2 Notes will be payable on each
Distribution Date specified in and in the amounts described in the Indenture.
"Distribution Date" means the 20th day of each month, or, if any such date is
not a Business Day, the next succeeding Business Day, commencing August 20,
1997.

Commencing on the Distribution Date following the second Determination Date
during the Class A-2 Controlled Amortization Period or the first Determination
Date after the commencement of the Series 1997-1 Rapid Amortization Period,
payments with respect to principal will be made on the Class A-2 Notes. As
described above, the entire unpaid principal amount of this Class A-2 Note shall
be due and payable on the Series Class A-2 Final Distribution Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 1997-1 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class A-2 Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class A-2 Notes shall be made pro rata to the
Noteholders entitled thereto.

            Payments of interest on this Class A-2 Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class A-2 Note, shall be made by wire
transfer for credit to the account designated by the Holder of record of this
Class A-2 Note (or one or more predecessor Class A-2 Notes) on the Note Register
as of the close of business on each Record Date, except that with respect to
Class A-2 Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Any reduction in the principal amount of this Class A-2 Note
(or any one or more predecessor Class A-2 Notes) effected by any payments made
on any Distribution Date shall be binding upon all future Holders

<PAGE>
                                                                   Exhibit A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 6


of this Class A-2 Note and of any Class A-2 Note issued upon the registration of
transfer .hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

            The Company shall pay interest on overdue installments of interest
at the Class A-2 Note Rate to the extent lawful.

            As provided in the Indenture, the Class A-2 Notes may be redeemed,
in whole, but not in part, at the option of the Company on any Distribution Date
if on such Distribution Date the Class A-2 Invested Amount is less than or equal
to 10% of the Class A-2 Initial Invested Amount. The purchase price for such
repurchase of the Class A-2 Notes shall equal the aggregate outstanding
principal balance of such Class A-2 Notes (determined after giving effect to any
payment of principal and interest on such Distribution Date), plus accrued and
unpaid interest on such outstanding Class A-2 Invested Amount.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-2 Note may be registered on the Note
Register upon surrender of this Class A-2 Note for registration of transfer at
the office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by an "Eligible
Guarantor Institution" (as defined in Rule 17Ad-15 under the Exchange Act), and
such other documents as the Trustee may reasonably require, and thereupon one or
more new Class A-2 Notes of authorized denominations in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Class A-2 Note, but the transferor may be required to pay a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.

            Each Noteholder or Note Owner by acceptance of a Class A-2 Note or,
in the case of a Note Owner, a beneficial interest in a Class A-2 Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Company, AESOP Leasing, AESOP Leasing II, ARAC
or the Trustee on the Class A-2 Notes or under the Indenture or any certificate
or other writing delivered in connection therewith, against (i) the Trustee,
AESOP Leasing, AESOP Leasing II or ARAC in its individual capacity, (ii) any
owner of a beneficial interest in the Company, or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Trustee, AESOP Leasing,
AESOP Leasing II or ARAC in its individual capacity, any holder of a beneficial
interest in the Company, AESOP Leasing, AESOP Leasing II, ARAC or the Trustee or
of any successor or assign of the Trustee, AESOP Leasing, AESOP Leasing II or
ARAC in its individual capacity, except (a) as any such Person may have
expressly agreed and (b) any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the Company

<PAGE>
                                                                   Exhibit A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 7


for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Class A-2 Note, subject to Section.13.18 of the Base
Indenture.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
by accepting the benefits of the indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or Join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or -the Related
Documents.

            Prior to the due presentment for registration of transfer of this
Class A-2 Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Class A-2 Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Class A-2
Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.

            It is the intent of the Company, each Noteholder and each Note Owner
that, for Federal, state and local income and franchise tax purposes only, the
Class A-2 Notes will evidence indebtedness of the Company secured by the Series
1997-1 Collateral. Each Noteholder and each Note owner, by the acceptance of
this Class A-2 Note, agrees to treat this Class A-2 Note for Federal, state and
local income and franchise tax purposes as indebtedness of the Company.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1997-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1997-1 Notes representing more than 5011 in principal amount of the aggregate
outstanding amount of the Series 1997-1 Notes which are affected by such
amendment or modification. The Indenture also contains provisions permitting the
Holders of Series 1997-1 Notes representing specified percentages of the
aggregate outstanding amount of the Series 1997-1 1 Notes, on behalf of the
Holders of all the Series 1997-1 Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Class A-2 Note (or any one of more predecessor Class A-2 Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A-2 Note and of any Class A2 Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Class A-2 Note. The Indenture also permits
the Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1997-1 Notes issued
thereunder.

            The term "Company" as used in this Class A-2 Note includes any
successor to the Company under the Indenture.

<PAGE>
                                                                   Exhibit A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 8


            The Class A-2 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

            This Class A-2 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

            No reference herein to the Indenture and no provision of this Class
A-2 Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Class A-2 Note at the times, place, and rate, and in the coin
or currency herein prescribed.

            Interests in this Restricted Global Note may be exchanged for
Definitive Notes, subject to the provisions of the Indenture.

<PAGE>
                                                                   Exhibit A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 9


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

_______________________________

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

________________________________________________________________________________
                         (name and address of assignee)

the within Class A-2 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints __________________, attorney, to transfer said Class
A-2 Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:__________________                By:____________________________________*
                                           Signature Guaranteed:


                                        ________________________________________


                                        ________________________________________

----------
*     NOTE: The signature to this assignment must correspond with the name of
      the registered owner as it appears on the face of the within Note, without
      alteration, enlargement or any change whatsoever.
<PAGE>
                                                                   Exhibit A-2-1
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                         Page 10


See Exhibit A-1-1 for form of statement of insurance
<PAGE>

                                                                   EXHIBIT A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT

                     FORM OF TEMPORARY GLOBAL CLASS A-2 NOTE

REGISTERED                                                        $___________**

No. R -

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                   CUSIP (CINS) NO. ____________
                                                            ISIN NO.____________

            THIS NOTE IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR A PERMANENT GLOBAL NOTE WHICH IS, UNDER CERTAIN CIRCUMSTANCES, IN TURN,
EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE RIGHTS ATTACHING TO THIS
TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY"
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS A-2 NOTE, AGREES FOR THE
BENEFIT OF AESOP FUNDING II L.L.C. (THE "COMPANY") THAT THIS CLASS A-2 NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH OR
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

----------
**    Denominations of $1,000,000 and integral multiples of $200,000.
<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 2


            EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.9.OF THE BASE INDENTURE,
THIS CLASS A-2 NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A
NOMINEE OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A-2 NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO AESOP FUNDING II L.L.C. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-2 NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS; AN
INTEREST HEREIN.

            THE PRINCIPAL OF THIS CLASS A-2 NOTE IS PAYABLE IN INSTALLMENTS AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS
A-2 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

            INTERESTS IN THIS TEMPORARY GLOBAL NOTE MAY ONLY BE HELD BY NON-U.S.
PERSONS AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY ONLY BE HELD IN BOOK-ENTRY FORM THROUGH EUROCLEAR OR CEDEL.

                             AESOP FUNDING II L.L.C.

                 [   %] RENTAL CAR ASSET BACKED NOTES, CLASS A-2

            AESOP FUNDING II L.L.C., a Delaware limited liability company
(herein referred to as the "Company"), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of [ ] MILLION
DOLLARS (or such lesser amount as shall be the outstanding principal amount of
this Temporary Global Note shown in Schedule A hereto), which amount shall be
payable in the amounts and at the times set forth in the Indenture, provided,
however, that the entire unpaid principal amount of this Class A-2 Note shall be
due on the Class A-2 Final Distribution Date, which is the October 2003
Distribution Date. However, principal with respect to the Class A-2 Notes may be
paid earlier or later under certain limited circumstances described in the
Indenture. The Company will pay interest on this Class A-2 Note at the Class A-2
Note Rate. Such interest shall be payable on each Distribution Date until the
principal of this Class A-2 Note is paid or made available for payment. Interest
on this Class A-2 Note will accrue for each Distribution Date from the most
recent Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no interest has yet been paid, from July 31, 1997.
Interest with respect to the Class A-2 Notes will be calculated on the basis of

<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 3


a 360-day year of twelve 30 day months. Such principal of and interest on this
Class A-2 Note shall be paid in the manner specified on the reverse hereof.

            The principal of and interest on this Class A-2 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Company with respect to this Class A-2 Note shall be applied first to
interest due and payable on this Class A-2 Note as provided above and then to
the unpaid principal of this Class A-2 Note. This Class A-2 Note does not
represent an interest in, or an obligation of Original AESOP, AESOP Leasing,
AESOP Leasing II, AFC, ARC, ARAC or any affiliate of original AESOP, AESOP
Leasing, AESOP Leasing II, AFC, ARC, ARAC other than the Company.

            Interests in this Note are exchangeable or transferable in whole or
in part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a Temporary Global Note or a Permanent Global
Note if this Note is a Restricted Global Note (each as defined in the Base
Indenture), in each case of the same Series and class, provided that such
transfer or exchange complies with Article 2 of the Base Indenture. Interests in
this Note may be exchangeable in whole or in part for duly executed and issued
definitive registered Notes if so provided in Article 2 of the Base Indenture,
with the applicable legends as marked therein, subject to the provisions of the
Base Indenture.

            Reference is made to the further provisions of this Class A-2 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-2 Note. Although a summary of
certain provisions of the Indenture are set forth below and on the reverse
hereof and made a part hereof, this Class A-2 Note does not purport to summarize
the Indenture and reference is made to the Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of AESOP Leasing, AESOP
Leasing II, ARAC and the Trustee. A copy of the Indenture may be requested from
the Trustee by writing to the Trustee at: Harris Trust and Savings Bank, 311
Monroe Street, 12th Floor, Chicago, Illinois 60606, Attention: Corporate Trust
Officer. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Indenture.

            Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-2 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 4


            IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:____________                       AESOP FUNDING II L.L.C.


                                        By:_____________________________________
                                           Name:
                                           Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-2 Notes of a series issued under the
within-mentioned Indenture.

                                        THE BANK OF NEW YORK (as successor in
                                          interest to the corporate trust
                                          administration of Harris Trust and
                                          Savings Bank), as Trustee


                                        By:_____________________________________
                                           Authorized Signatory

<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 5


                           [REVERSE OF CLASS A-2 NOTE)

            This Class A-2 Note is one of a duly authorized issue of Class A-2
Notes of the Company, designated as its Fixed Rate Rental Car Asset Backed
Notes, Class A-2 (herein called the 11 ` Class A-2 Notes"), all issued under (i)
an Amended and Restated Base Indenture dated as of July 30, 1997 (such Base
Indenture, as amended or modified is herein called the "Base Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee (the
"Trustee", which term includes any successor Trustee under the Base Indenture),
and (ii) a Series 1997-1 Supplement dated as of July 30, 1997 (the "Series
1997-1 Supplement") between the Company and the Trustee. The Base Indenture and
the Series 1997-1 Supplement are referred to herein as the "Indenture". The
Class A-2 Notes are subject to all terms of the Indenture. All terms used in
this Class A-2 Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended. The Class A-2 Notes are and will be
equally and ratably secured by the Series 1997-1 Collateral pledged as security
therefor as provided in the Indenture and the Series 1997-1 Supplement.

            Principal of the Class A-2 Notes will be payable on each
Distribution Date specified in and in the amounts described in the Indenture.
"Distribution Date" means the 20th day of each month, or, if any such date is
not a Business Day, the next succeeding Business Day, commencing August 20,
1997.

Commencing on the Distribution Date following the second Determination Date
during the Class A-2 Controlled Amortization Period or the first Determination
Date after the commencement of the Series 1997-1 Rapid Amortization Period,
payments with respect to principal will be made on the Class A-2 Notes. As
described above, the entire unpaid principal amount of this Class A-2 Note shall
be due and payable on the Series Class A-2 Final Distribution Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 1997-1 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class A-2 Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class A-2 Notes shall be made pro rata to the
Noteholders entitled thereto.

            Payments of interest on this Class A-2 Note due and payable on each
Distribution Date, together with the ,installment of principal then due, if any,
to the extent not in full payment of this Class A-2 Note, shall be made by wire
transfer for credit to the account designated by the Holder of record of this
Class A-2 Note (or one or -more predecessor Class A-2 Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class A-2 Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Any reduction in the principal amount of
this Class A-2 Note (or any one or more predecessor Class A-2 Notes) effected by
any payments made on any Distribution Date shall be binding upon all future
Holders

<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 6


of this Class A-2 Note and of any Class A-2 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

            The Company shall pay interest on overdue installments of interest
at the Class A-2 Note Rate to the extent lawful.

            As provided in the Indenture, the Class A-2 Notes may be redeemed,
in whole, but not in part, at the option of the Company on any Distribution Date
if on such Distribution Date the Class A-2 Invested Amount is less than or equal
to 1050c of the Class A-2 Initial Invested Amount. The purchase price for such
repurchase of the Class A-2 Notes shall equal the aggregate outstanding
principal balance of such Class A-2 Notes (determined after giving effect to any
payment of principal and interest on such Distribution Date), plus accrued and
unpaid interest on such outstanding Class A-2 Invested Amount.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-2 Note may be registered on the Note
Register upon surrender of this Class A-2 Note for registration of transfer at
the office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by an "Eligible
Guarantor Institution" (as defined in Rule 17Ad-15 under the Exchange Act), and
such other documents as the Trustee may reasonably require, and thereupon one or
more new Class A-2 Notes of authorized denominations in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Class A-2 Note, but the transferor may be required to pay a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.

            Each Noteholder or Note Owner by acceptance of a Class A-2 Note or,
in the case of a Note Owner, a beneficial interest in a Class A-2 Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Company, AESOP Leasing, AESOP Leasing II, ARAC
or the Trustee on the Class A-2 Notes or under the Indenture or any certificate
or other writing delivered in connection therewith, against (i) the Trustee,
AESOP Leasing, AESOP Leasing II or ARAC in its individual capacity, (ii) any
owner of a beneficial interest in the Company or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Trustee, AESOP Leasing,
AESOP Leasing II or ARAC in-its individual capacity, any holder of a beneficial
interest in the Company, AESOP Leasing, AESOP Leasing II, ARAC or the Trustee or
of any successor or assign of the Trustee, AESOP Leasing, AESOP Leasing II or
ARAC in its individual capacity, except (a) as any such Person may have
expressly agreed and (b) any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the Company

<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 7


for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Class A-2 Note, subject to Section 13.18 of the Base
Indenture.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

            Prior to the due presentment for registration of transfer of this
Class A-2 Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in' whose name this Class A-2 Note (as of the day
of determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Class
A-2 Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

            It is the intent of the Company, each Noteholder and each Note Owner
that, for Federal, state and local income and franchise tax purposes only, the
Class A-2 Notes will evidence indebtedness of the Company secured by the Series
1997-1 Collateral. Each Noteholder and each Note Owner, by the acceptance of
this Class A-2 Note, agrees to treat this Class A-2 Note for Federal, state and
local income and franchise tax purposes as indebtedness of the Company.

            Each Holder of this Note shall provide to the Trustee at least
annually an appropriate statement (on Internal Revenue Service Form W-8 or
suitable substitute) with respect to United States federal income tax and
withholding tax, signed under penalties of perjury, certifying that the
beneficial owner of this Note is a non U.S. person and providing the
Noteholder's name and address. If the information provided in the statement
changes, the Noteholder shall so inform the Trustee within 30 days of such
change.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1997-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1997-1 Notes representing more than 50% in principal amount of the aggregate
outstanding amount of the Series 1997-1 Notes which are affected by such
amendment or modification. The Indenture also contains provisions permitting the
Holders of Series 1997-1 Notes representing specified percentages of the
aggregate outstanding amount of the Series 1997-1 Notes, on behalf of the
Holders of all the Series 1997-1 Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder
of-this Class A-2 Note (or any one of more predecessor Class A-2 Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A-2 Note and of any Class A-

<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 8


2 Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Class A-2 Note. The Indenture also permits the Trustee to amend or waive
certain terms and conditions set forth in the Indenture without the consent of
Holders of the Series 1997-1 Notes issued thereunder.

            The term "Company" as used in this Class A-2 Note includes any
successor to the Company under the Indenture.

            The Class A-2 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

            This Class A-2 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

            No reference herein to the Indenture and no provision of this Class
A-2 Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Class A-2 Note at the times, place, and rate, and in the coin
or currency herein prescribed.

            Prior to the Exchange Date (as defined below), payments (if any) on
this Temporary Global Note will only be paid to the extent that there is
presented by Cedel Bank , soci6t6 anonyme ("Cedel") or Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System
("Euroclear") to the Trustee at its office in London a certificate,
substantially in the form set out in Exhibit B to the Base Indenture, to the
effect that it has received from or in respect of a person entitled to a Note
(as shown by its records) a certificate from such person in or substantially in
the form of Exhibit C to the Base Indenture. After the Exchange Date the holder
of this Temporary Global Note will not be entitled to receive any payment
hereon, until this Temporary Global Note is exchanged in full for a Permanent
Global Note. This Temporary Global Note shall in all other respects be entitled
to the same benefits as the .Permanent Global Notes under the Indenture.

            On or after the date (the "Exchange Date") which is the date that is
the 40th day after the completion of the distribution of the relevant Series,
interests in this Temporary Global Note may be exchanged (free of charge) for
interests in a Permanent Global Note in the form of Exhibit A-2-3 to the Series
1997-1 Supplement upon presentation of this Temporary Global Note at the office
in London of the Trustee (or at such other place outside the United States of
America, its territories and possessions as the Trustee may agree). The
Permanent Global Note shall be so issued and delivered in exchange for only that
portion - of this Temporary Global Note in respect of which there shall have
been presented to the Trustee by Euroclear or Cedel a certificate, substantially
in the form set out in Exhibit B to the Base Indenture, to the effect that it
has received from or in respect of a person entitled to a Note (as shown by its
records) a certificate from such person in or substantially in the form of
Exhibit C to the Base Indenture.

<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 9


            On an exchange of the whole of this Temporary Global Note, this
Temporary Global Note shall be surrendered to the Trustee at its office in
London. On an exchange of part only of this Temporary Global Note, details of
such exchange shall be entered by or on behalf of the Company in Schedule A
hereto and the relevant space in Schedule A hereto recording such exchange shall
be signed by or on behalf of the Company. If, following the issue of a Permanent
Global Note in exchange for some of the Notes represented by this Temporary
Global Note, further Notes of this Series are to be exchanged pursuant to this
paragraph, such exchange may be effected, without the issue of a new Permanent
Global Note, by the Company or its agent endorsing Part I of Schedule A of the
Permanent Global Note previously issued to reflect an increase in the aggregate
principal amount of such Permanent Global Note by an amount equal to the
aggregate principal -amount of the additional Notes of this Series to be
exchanged.

Interests in this Temporary Global Note will be transferable in accordance with
the rules and procedures for the time being of Euroclear or Cedel. Each person
who is shown in the records of Euroclear and Cedel as entitled to a particular
number of Notes by way of an interest in this Temporary Global Note will be
treated by the Company, the Trustee and any paying agent as the holder of such
number of Notes. For purposes of this Temporary Global Note, the securities
account records of Euroclear or Cedel shall, in the absence of manifest error ,
be conclusive evidence of the identity of the holders of Notes and of the
principal amount of Notes represented by this Temporary Global Note credited to
the securities accounts of such holders of Notes. Any statement issued by
Euroclear or Cedel to any holder relating to a specified Note or Notes credited
to the securities account of such holder and stating the principal amount of
such Note or Notes and certified by Euroclear or Cedel to be a true record of
such securities account shall, in the absence of manifest error, be conclusive
evidence of the records of Euroclear or Cedel for the purposes of the next
preceding sentence (but without prejudice to any other means of producing such
records in evidence). Notwithstanding any provision to the contrary contained in
this Temporary Global Note, the Company irrevocably agrees, for the benefit of
such holder and its successors and assigns, that, subject to the provisions of
the Indenture, each holder or its successors or assigns may file any claim, take
any action or institute any proceeding to enforce, directly against the Company,
the obligation of the Company hereunder to pay any amount due in respect of each
Note represented by this Temporary Global Note which is credited to such
holder's securities account with Euroclear or Cedel without the production of
this Temporary Global Note.

<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                         Page 10


                                   SCHEDULE A

                         SCHEDULE OF EXCHANGES FOR NOTES
                     REPRESENTED BY A PERMANENT GLOBAL NOTE

The following exchanges of a part of this Temporary Global Note for Notes
represented by a Permanent Global Note have been made:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

             PART OF PRINCIPAL
             AMOUNT OF THIS         REMAINING
             TEMPORARY GLOBAL       PRINCIPAL AMOUNT
             NOTE EXCHANGED FOR     OF THIS TEMPORARY
 DATE        NOTES REPRESENTED      GLOBAL NOTE
 EXCHANGE    BY A PERMANENT         FOLLOWING SUCH        NOTATION MADE BY OR ON
 MADE        GLOBAL NOTE            EXCHANGE              BEHALF OF THE ISSUER
--------------------------------------------------------------------------------
<S>          <C>                    <C>                   <C>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                                                   Exhibit A-2-2
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                         Page 11


See Exhibit A-1-1 for form of statement of insurance

<PAGE>

                                                                   EXHIBIT A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT

                     FORM OF PERMANENT GLOBAL CLASS A-2 NOTE

REGISTERED                                                    $______________***

No. R-

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO.____________
                                                            ISIN NO.____________

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY"
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS A-2 NOTE, AGREES FOR THE
BENEFIT OF AESOP FUNDING II L.L.C. (THE "COMPANY") THAT THIS CLASS A-2 NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH OR
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

            EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE,
THIS CLASS A-2 NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A
NOMINEE OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A-2 NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO AESOP FUNDING II L.L.C. OR ITS AGENT FOR

----------
***   Denominations of $1,000,000 and integral multiples of $200,000.
<PAGE>
                                                                   Exhibit A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 2


REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-2 NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &: CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

            THE PRINCIPAL OF THIS CLASS A-2 NOTE IS PAYABLE IN INSTALLMENTS AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS
A-2 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                             AESOP FUNDING II L.L.C.

                 [   %] RENTAL CAR ASSET BACKED NOTES, CLASS A-2

            AESOP FUNDING II L.L.C., a Delaware limited liability company
(herein referred to as the "Company"), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of [ ] MILLION
DOLLARS, which amount shall be payable in the amounts and at the times set forth
in the Indenture, provided, however, that the entire unpaid principal amount of
this Class A-2 Note shall be due on the Class A-2 Final Distribution Date, which
is the October 2003 Distribution Date. However, principal with respect to the
Class A-2 Notes may be paid earlier or later under certain limited circumstances
described in the Indenture. The Company will pay interest on this Class A-2 Note
at the Class A-2 Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class A-2 Note is paid or made available for
payment. Interest on this Class A-2 Note will accrue for each Distribution Date
from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or ` if no interest has yet been paid, from
July 31, 1997. Interest with respect to the Class A-2 Notes will be calculated
on the basis of a 360-day year of twelve 30 day months. Such principal of and
interest on this Class A-2 Note shall be paid in the manner specified on the
reverse hereof. The principal of and interest on this Class A-2 Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Company with respect to this Class A-2 Note shall be applied first
to interest due and payable on this Class A-2 Note as provided above and then to
the unpaid principal of this Class A-2 Note. This Class A-2 Note does not
represent an interest in, or an obligation of Original AESOP, AESOP Leasing,
AESOP Leasing II, AFC, ARC, ARAC or any affiliate of Original AESOP, AESOP
Leasing, AESOP Leasing II, AFC, ARC, ARAC other than the Company.

            Reference is made to the further provisions of this Class A-2 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-2 Note. Although a summary of
certain provisions of the Indenture are set forth below and on

<PAGE>
                                                                   Exhibit A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 3


the reverse hereof and made a part hereof, this Class A-2 Note does not purport
to summarize the Indenture and reference is made to the Indenture for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
AESOP Leasing, AESOP Leasing II, ARAC and the Trustee. A copy of the Indenture
may be requested from the Trustee by writing to the Trustee at: Harris Trust and
Savings Bank, 311 Monroe Street, 12th Floor, Chicago, Illinois 60606, Attention:
Corporate Trust Officer. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture.

            Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-2 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

<PAGE>
                                                                   Exhibit A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 4


            IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:____________                       AESOP FUNDING II L.L.C.


                                        By:_____________________________________
                                           Name:
                                           Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-2 Notes of a series issued under the
within-mentioned Indenture.

                                        THE BANK OF NEW YORK (as successor in
                                          interest to the corporate trust
                                          administration of Harris Trust and
                                          Savings Bank), as Trustee


                                        By:_____________________________________
                                           Authorized Signatory

<PAGE>
                                                                   Exhibit A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 5


                           [REVERSE OF CLASS A-2 NOTE]

            This Class A-2 Note is one of a duly authorized issue of Class A-2
Notes of the Company, designated as its Fixed Rate Rental Car Asset Backed
Notes, Class A-2 (herein called the ".Class A-2 Notes"), all issued under (i) an
Amended and Restated Base Indenture dated as of July 30, 1997 (such Base
Indenture, as amended or modified, is herein called the "Base Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee (the
"Trustee", which term includes any successor Trustee under the Base Indenture),
and (ii) a Series 1997-1 Supplement dated as of July -, 1997 (the "Series 1997-1
Supplement") between the Company and the Trustee. The Base Indenture and the
Series 1997-1 Supplement are referred to herein as the "Indenture". The Class
A-2 Notes are subject to all terms of the Indenture. All terms used in this
Class A-2 Note that are defined in Indenture, as supplemented or amended, shall
have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

            The Class A-2 Notes are and will be equally and ratably secured by
the Series 1997-1 Collateral pledged as security therefor as provided in the
Indenture and the Series 1997-1 Supplement.

            Principal of the Class A-2 Notes will be payable on each
Distribution Date specified in and in the amounts described in the Indenture.
"Distribution Date" means the 20th day of each month, or, if any such date is
not a Business Day, the next succeeding Business Day, commencing August 20,
1997.

            Commencing on the Distribution Date following the second
Determination Date during the Class A-2 Controlled Amortization Period or the
first Determination Date after the commencement of the Series 1997-1 Rapid
Amortization Period, payments with respect to principal will be made on the
Class A-2 Notes. As described above, the entire unpaid principal amount of this
Class A-2 Note shall be due and payable on the Series Class A-2 Final
Distribution Date. Notwithstanding the foregoing, if an Amortization Event,
Liquidation Event of Default, Waiver Event or Series 1997-1 Limited Liquidation
Event of Default shall have occurred and be continuing then, in certain
circumstances, principal on the Class A-2 Notes may be paid earlier, as
described in the Indenture. All principal payments on the Class A-2 Notes shall
be made pro rata to the Noteholders entitled thereto.

            Payments of interest on this Class A-2 Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class A-2 Note, shall be made by wire
transfer for credit to the account designated by the Holder of record of this
Class A-2 Note (or one or more predecessor Class A-2 Notes) on the Note Register
as of the close of business on each Record Date, except that with respect to
Class A-2 Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Any reduction in the principal amount of this Class A-2 Note
(or any one or more predecessor Class A-2 Notes) effected by any payments made
on any Distribution Date shall be binding upon all future Holders

<PAGE>
                                                                   Exhibit A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 6


of this Class A-2 Note and of any Class A-2 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

            The Company shall pay interest on overdue installments of interest
at the Class A-2 Note Rate to the extent lawful.

            As provided in the Indenture, the Class A-2 Notes may be redeemed,
in whole, but not in part, at the option of the Company on any Distribution Date
if on such Distribution Date the Class A-2 Invested Amount is less than or equal
to 10t of the Class A-2 Initial Invested Amount. The purchase price for such
repurchase of the Class A-2 Notes shall equal the aggregate outstanding
principal balance of such Class A-2 Notes (determined after giving effect to any
payment of principal and interest on such Distribution Date), plus accrued and
unpaid interest on such outstanding Class A-2 Invested Amount.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-2 Note may be registered on the Note
Register upon surrender of this Class A-2 Note for registration of transfer at
the office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by an "Eligible
Guarantor Institution" (as defined in Rule 17Ad-15 under the Exchange Act), and
such other documents as the Trustee may reasonably require, and thereupon one or
more new Class A-2 Notes of authorized denominations in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Class A-2 Note, but the transferor may be required to pay a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.

            Each Noteholder or Note Owner by acceptance of a Class A-2 Note or,
in the case of a Note Owner, a beneficial interest in a Class A-2 Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Company, AESOP Leasing, AESOP Leasing II, ARAC
or the Trustee on the Class A-2 Notes or under the Indenture or any certificate
or other writing delivered in connection therewith, against (i) the Trustee,
AESOP Leasing, AESOP Leasing II or ARAC in its individual capacity, (ii) any
owner of a beneficial interest in the Company or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Trustee, AESOP Leasing,
AESOP Leasing II or ARAC in its individual capacity, any holder of a beneficial
interest in the Company, AESOP Leasing, AESOP Leasing II, ARAC or the Trustee or
of any successor or assign of the Trustee, AESOP Leasing, AESOP Leasing II or
ARAC in its individual capacity, except (a) as any such Person may have
expressly agreed and (b) any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the Company

<PAGE>
                                                                   Exhibit A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 7


for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Class A-2 Note, subject to Section 13.18 of the Base
Indenture.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

            Prior to the due presentment for registration of transfer of this
Class A-2 Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Class A-2 Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Class A-2
Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.

            It is the intent of the Company, each Noteholder and each Note Owner
that, for Federal, state and local income and franchise tax purposes only, the
`Class A-2 Notes will evidence indebtedness of the Company secured by the Series
1997-1 Collateral. Each Noteholder and each Note Owner, by the acceptance of
this Class A-2 Note, agrees to treat this Class A-2 Note for Federal, state and
local income and franchise tax purposes as indebtedness of the Company.

            Each Holder of this Note shall provide to the Trustee at least
annually an appropriate statement (on Internal Revenue Service Form W-8 or
suitable substitute) with respect to United States federal income tax and
withholding tax, signed under penalties of perjury, certifying that the
beneficial owner of this Note is a non U.S. person and providing the
Noteholder's name and address. If the information provided in the statement
changes, the Noteholder shall so inform the Trustee within 30 days of such
change.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1997-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1997-1 Notes representing more than 50% in principal amount of the aggregate
outstanding amount of the Series 1997-1 Notes which are affected by such
amendment or modification. The Indenture also contains provisions permitting the
Holders of Series 1997-1 Notes representing specified percentages of the
aggregate outstanding amount of the Series 1997-1 Notes, on behalf of the
Holders of all the Series 1997-1 Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Class A-2 Note (or any one of more predecessor Class A-2 Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A-2 Note and of any Class A-

<PAGE>
                                                                   Exhibit A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 8


2 Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Class A-2 Note. The Indenture also permits the Trustee to amend or waive
certain terms and conditions set forth in the Indenture without the consent of
Holders of the Series 1997-1 Notes issued thereunder.

            The term "Company" as used in this Class A-2 Note includes any
successor to the Company under the Indenture.

            The Class A-2 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

            This Class A-2 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

            No reference herein to the Indenture and no provision of this Class
A-2 Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Class A-2 Note at the times,

<PAGE>
                                                                   Exhibit A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 9


place, and rate, and in the coin or currency herein prescribed.

            Interests in this Permanent Global Note will be transferable in
accordance with the rules and procedures for the time being of Cedel Bank,
societe anonyme ("Cedel") or Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System ("Euroclear"). Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Permanent Global Note will be treated by
the Trustee and any paying agent as the holder of such number of Notes. For
purposes of this Permanent Global Note, the securities account records of
Euroclear or Cedel shall, in the absence of manifest error, be conclusive
evidence of the identity of the holders of Notes and of the principal amount of
Notes represented by this Permanent Global Note credited to the securities
accounts of such holders of Notes. Any statement issued by Euroclear or Cedel to
any holder relating to a specified Note or Notes credited to the securities
account of such holder and stating the principal amount of such Note or Notes
and certified by Euroclear or Cedel to be a true record of such securities
account shall, in the absence of manifest error, be conclusive evidence of the
records of Euroclear or Cedel for the purposes of the next preceding sentence
(but without prejudice to any other means of producing such records in
evidence). Notwithstanding any provision to the contrary contained in this
Permanent Global Note, the Company irrevocably agrees, for the benefit of such
holder and its successors and assigns, that, subject to the provisions of the
Indenture, each holder or its successors or assigns may file any claim, take any
action or institute any proceeding to enforce, directly against the Company, the
obligation of the Company hereunder to pay any amount due in respect of each
Note represented by this Permanent Global Note which is credited to such
holder's securities account with Euroclear or Cedel without the production of
this Permanent Global Note.

            Interests in this Permanent Global Note may be exchanged for
Definitive Notes subject to the provisions of the Indenture.

<PAGE>
                                                                   Exhibit A-2-3
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                         Page 10


See Exhibit A-1-1 for form of statement of insurance

<PAGE>

                                                                       EXHIBIT B
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT

                                 FORM OF CONSENT

The Bank of New York,
   as Trustee
c/o BNY Midwest Trust Company
2 North LaSalle Street
10th Floor
Chicago, Illinois 60602
Attn: Indenture Trust Administration

AESOP Funding II L.L.C.
c/o Lord Securities Corporation
Two Wall Street
New York, New York 10005
Attn: Andrew L. Stidd

      This Consent is delivered pursuant to the Waiver Request dated ________,
20__ (the "Notice") and the Series 1997-1 Supplement, dated as of July 30, 1997
and amended and restated as of June 29, 2001 (as amended, modified or
supplemented from time to time, the "Series 1997-1 Supplement") between AESOP
Funding II L.L.C., a Delaware limited liability company ("AFC-II") and the Bank
of New York, a New York banking corporation, as Trustee ("Trustee"). Terms used
herein have the meaning provided in the Series 1997-1 Supplement.

      Pursuant to Article 4 of the Series 1997-1 Supplement, the Trustee has
delivered a Notice indicating that [choose which applies] [(i) the Manufacturer
Program[s] of [name of Manufacturer] [is/are] no longer [an] Eligible
Manufacturer Program[s] and that, as a result, the Series 1997-1 Maximum
Non-Program Vehicle Amount [and/or] the Series 1997-1 Maximum Non-Eligible
Manufacturer Amount is or will be exceeded [or (ii) that the Lessees, the
Borrower and AFC-II have determined to increase [the Series 1997-1 Maximum
Non-Program Vehicle Amount] [the Series 1997-1 Maximum Manufacturer Amount] [any
Series 1997-1 Maximum Specified States Amount] [the Series 1997-1 Maximum
Non-Eligible Manufacturer Amount]].

The undersigned hereby waives all requirements that the [Series 1997-1 Maximum
Non-Program Vehicle Amount] [Series 1997-1 Maximum Manufacturer Amount] [any
Series 1997-1 Maximum Specified States Amount] [Series 1997-1 Maximum
Non-Eligible Manufacturer Amount] not be exceeded for all purposes of the
Indenture and the Series 1997-1 Supplement. The undersigned understands that
this Consent will only be effective if the Trustee receives Consents from
Noteholders representing not less than 25% of the aggregate unpaid principal
amount of the Series 1997-1 Notes on or before __________ 20__.

<PAGE>
                                                                       Exhibit B
                                                                              TO
                                                        SERIES 1997-1 SUPPLEMENT
                                                                          Page 2


            The undersigned hereby represents and warrants that it is the
beneficial owner of $_______ in principal amount of Series 1997-1 Notes.

                                        [Name]


                                        By:_____________________________________
                                           Name:
                                           Title: