EXECUTION COPY

                            AESOP FUNDING II L.L.C.,
                                    as Issuer

                                       and

                         HARRIS TRUST AND SAVINGS BANK,
                                   as Trustee

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

                          SUPPLEMENTAL INDENTURE No. 1

                            Dated as of July 31, 1998

                                       to

                              AMENDED AND RESTATED
                                 BASE INDENTURE

                            Dated as of July 30, 1997

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

                          Rental Car Asset Backed Notes
                              (Issuable in Series)
<PAGE>

                                TABLE OF CONTENTS

SECTION 1:  CERTAIN DEFINED TERMS; AMENDMENT OF SCHEDULE                      1

      Section 1.2 Amendment of Schedule I                                     1

SECTION 2:  REPRESENTATIONS AND WARRANTIES                                    2

      Section 2.1 Affirmation of Representations and Warranties               2
      Section 2.2 Limited Liability Company and Governmental Authorization    2
      Section 2.3 Binding Effect                                              2
      Section 2.4 No Consent                                                  2

SECTION 3:  CONDITIONS PRECEDENT                                              3

SECTION 4:  MISCELLANEOUS                                                     5

      Section 4.1 Counterpart Originals                                       5
      Section 4.2 Trustee Consent.                                            5
      Section 4.3 Ratification and Effect                                     5
      Section 4.4 Table of Contents, Headings, etc.                           5
      Section 4.5 Choice of Law                                               5
<PAGE>

            SUPPLEMENTAL INDENTURE No. 1, dated as of July 31, 1998
("Supplemental Indenture"), to AMENDED AND RESTATED BASE INDENTURE, dated as of
July 30, 1997, between AESOP FUNDING II L.L.C., a special purpose, limited
liability company established under the laws of Delaware, as issuer ("AFC-II"),
and HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation, as trustee
(in such capacity, the "Trustee").

                           W I T N E S S E T H:

            WHEREAS, AFC-II and Harris Trust and Savings Bank are parties to an
Amended and Restated Base Indenture, dated as of July 30, 1997 (the
"Indenture"); and

            WHEREAS, AFC-II desires to amend and supplement certain terms
defined in the Definitions List attached as Schedule I to the Indenture; and

            WHEREAS, AFC-II has duly authorized the execution and
delivery of this Supplemental Indenture; and

            WHEREAS, Harris Trust and Savings Bank, as trustee under the
Indenture, is willing to enter into this Supplemental Indenture;

            NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration the receipt and sufficiency of which are
acknowledged, it is mutually covenanted and agreed, that the Indenture be
amended and supplemented as follows:

            SECTION 1: CERTAIN DEFINED TERMS; AMENDMENT OF SCHEDULE 1

            Section 1.1 Certain Defined Terms.

            Certain capitalized terms used herein (including in the preamble and
the recitals hereto) shall have the meanings assigned to such terms in the
amended Definitions List attached hereto as Schedule I (the "Definitions List"),
as such Definitions List may be hereafter further amended or modified from time
to time in accordance with the provisions of the Indenture.

            Section 1.2 Amendment of Schedule I.

            From and after the date of this Supplemental Indenture, which shall
not be a date prior to the satisfaction of each of the conditions to
effectiveness of this Supplemental Indenture set forth in Section 3 hereof, any
reference in the Indenture or any other Related Document to the "Definitions
List" or "Schedule I to the Indenture" shall mean Schedule I to this
Supplemental Indenture, and any reference to a capitalized term shall have the
meanings assigned to such term therein, unless the context otherwise requires.

                    SECTION 2: REPRESENTATIONS AND WARRANTIES
<PAGE>

            In order to induce the Trustee to agree to this Supplemental
Indenture, AFC-II hereby represents and warrants, as follows, for the benefit of
the Trustee and the Secured Parties, as of date hereof:

            Section 2.1 Affirmation of Representations and Warranties.

            Each representation and warranty of AFC-II set forth in the
Indenture and in each other Related Document to which it is a party, is true and
correct as of the date of this Supplemental Indenture in all material respects
as though such representation or warranty were being made on and as of the date
hereof and is hereby deemed repeated as though fully set forth herein.

            Section 2.2 Limited Liability Company and Governmental
Authorization.

            The execution, delivery and performance by AFC-II of this
Supplemental Indenture (a) is within AFC-II's limited liability company powers,
has been duly authorized by all necessary limited liability company action, (b)
requires no action by or in respect of, or filing with, any governmental body,
agency or official which has not been obtained and (c) does not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of formation or limited liability company agreement of AFC-II or
of any law or governmental regulation, rule, contract, agreement, judgment,
injunction, order, decree or other instrument binding upon AFC-II or any of its
Assets or result in the creation or imposition of any Lien on any Asset of
AFC-II, except for Liens created by the Indenture or the other Related
Documents. This Supplemental Indenture has been executed and delivered by a duly
authorized officer of AFC-II.

            Section 2.3 Binding Effect.

            This Supplemental Indenture is a legal, valid and binding obligation
of AFC-II enforceable against AFC-II in accordance with its terms (except as
such enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting
creditors' rights generally or by general equitable principles, whether
considered in a proceeding at law or in equity and by an implied covenant of
good faith and fair dealing).

            Section 2.4 No Consent.

            No consent, action by or in respect of, approval or other
authorization of, or registration, declaration or filing with, any Governmental
Authority or other Person is required for the valid execution and delivery of
this Supplemental Indenture or for the performance of any of AFC-II's
obligations hereunder other than such consents, approvals, authorizations,
registrations, declarations or filings as were obtained by AFC-II prior to the
Initial Closing Date, or the date hereof, as applicable.

                         SECTION 3: CONDITIONS PRECEDENT
<PAGE>

            This Supplemental Indenture shall become effective and shall be
binding on each of the parties hereto upon the satisfaction or due waiver of
each of the following conditions precedent:

                  1. The consent of the Requisite Investors shall have been
                  given and a copy thereof provided to the Trustee.

                  2. The Rating Agency Consent Condition shall have been
                  satisfied.

                  3. The CP Rating Agency Condition shall have been satisfied.

                  4. The Trustee shall have received evidence satisfactory to it
                  that each Manager of AFC-II has approved this Supplement.

                  5. The Trustee shall have received an Officer's Certificate of
                  AFC-II dated as of the date hereof to the effect that (i) no
                  Amortization Event, Aggregate Asset Amount Deficiency,
                  Enhancement Agreement Event of Default, if applicable,
                  Enhancement Deficiency, Loan Event of Default, AESOP I
                  Operating Lease Vehicle Deficiency, Manufacturer Event of
                  Default, Lease Event of Default, Potential Amortization Event,
                  Potential Enhancement Agreement Event of Default, Potential
                  Loan Event of Default, Potential Lease Event of Default, or
                  Potential Manufacturer Event of Default is continuing or will
                  occur as a result of the execution and delivery of this
                  Supplemental Indenture, and (ii) the execution and delivery of
                  this Supplemental Indenture will not result in any breach of
                  any of the terms, conditions or provisions of or constitute a
                  default under any indenture, mortgage, deed of trust or other
                  agreement or instrument, including, without limitation, any
                  Related Document, to which AFC-II is a party or by which it or
                  its property is bound or any order of any court or
                  administrative agency entered in any suit, action or other
                  judicial or administrative proceeding to which AFC-II is a
                  party or by which it or its property may be bound or to which
                  it or its property may be subject;

                  6. The Trustee shall have received an Opinion of Counsel,
                  subject to the assumptions and qualifications stated therein,
                  and in a form substantially acceptable to the Trustee, dated
                  the date hereof, substantially to the effect that:

                        (i) all conditions precedent provided for in the
                  Indenture with respect to the execution and delivery of this
                  Supplemental Indenture have been complied with in all material
                  respects;
<PAGE>

                        (ii) (w) AFC-II is duly organized under the jurisdiction
                  of its formation and has the power and authority to execute
                  and deliver this Supplemental Indenture, (x) AESOP Leasing is
                  duly organized under the jurisdiction of its formation and has
                  the power and authority to execute and deliver each of the
                  Amendment Documents (as defined in Clause 7, below) to which
                  it is a party, (y) each of Original AESOP, PVHC and Quartx is
                  duly incorporated under the jurisdiction of its incorporation
                  and has the corporate power and authority to execute and
                  deliver each of the Amendment Documents to which it is a
                  party, and (z) each of ARC and ARAC is duly incorporated in
                  the jurisdiction of its incorporation and, as of the date of
                  this Supplemental Indenture, has the corporate power and
                  authority to execute and deliver each of the Amendment
                  Documents to which it is a party;

                        (iii) this Supplemental Indenture, and each of the other
                  Amendment Documents (as defined herein) to which AFC-II, AESOP
                  Leasing, Original AESOP, PVHC, Quartx, ARAC or ARC is a party
                  have been duly authorized, executed and delivered by AFC-II,
                  AESOP Leasing, Original AESOP, PVHC, Quartx, ARAC or ARC, as
                  the case may be;

                        (iv) this Supplemental Indenture, and each of the other
                  Amendment Documents to which AFC-II, AESOP Leasing, Original
                  AESOP, PVHC, Quartx, ARAC or ARC is a party are legal, valid
                  and binding agreements of AFC-II, AESOP Leasing, Original
                  AESOP, PVHC, Quartx, ARAC or ARC, as the case may be,
                  enforceable in accordance with their respective terms, subject
                  to bankruptcy, insolvency, reorganization, moratorium and
                  other similar laws affecting creditors' rights generally and
                  to general principles of equity; and

                        (v) such other matters as the Trustee may reasonably
                  require;

                  7. The Trustee shall have received duly executed counterparts
                  of each of: (i) the Amendment No. 1 to AESOP I Operating Lease
                  Loan Agreement, dated as of July 31, 1998, (ii) the Amendment
                  No. 1 to AESOP I Finance Lease Loan Agreement, dated as of
                  July 31, 1998 and (iii) the Amendment No. 1 to AESOP I Finance
                  Lease, dated as of July 31, 1998 (collectively, the "Amendment
                  Documents"), each duly executed by the respective parties
                  thereto;

                  8. The Trustee shall have received such other documents,
                  instruments, certifications, agreements or other items as the
                  Trustee may reasonably require.
<PAGE>

                            SECTION 4: MISCELLANEOUS

            Section 4.1 Counterpart Originals.

            The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement.

            Section 4.2 Trustee Consent.

            By its execution hereof, the Trustee consents to the execution and
delivery by the respective parties thereto of the Amendment Documents (as
defined above).

            Section 4.3 Ratification and Effect.

            The Base Indenture, as amended and supplemented by this Supplemental
Indenture No. 1, is in all respects ratified and confirmed, shall continue to be
in full force and effect, and shall be read, taken and construed as one and the
same instrument.

            Section 4.4 Table of Contents, Headings, etc.

            The table of contents and headings of the Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.

            Section 4.5 Choice of Law.

            THIS SUPPLEMENTAL INDENTURE SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).
<PAGE>

            IN WITNESS WHEREOF, the Trustee and AFC-II have caused this
Supplemental Indenture No. 1 to be duly executed by their respective duly
authorized officers as of the day and year first written above.

                                 AESOP FUNDING II L.L.C.,
                                    as Issuer

                                 By:                                    
                                    ------------------------------------
                                    Name:                               
                                          ------------------------------
                                    Title:                              
                                          ------------------------------

                                 HARRIS TRUST AND SAVINGS BANK,
                                   as Trustee

                                 By:                                    
                                    ------------------------------------
                                    Name:                               
                                          ------------------------------
                                    Title:                              
                                          ------------------------------