Exhibit
10.14   AESOP FUNDING II L.L.C.,
as Issuer   and   THE BANK OF NEW YORK,
as Trustee and Series 2003-3 Agent  
  SERIES 2003-3 SUPPLEMENT
dated as of May 6, 2003   to   AMENDED AND RESTATED BASE
INDENTURE
dated as of July 30, 1997  
  
   Table of Contents  ARTICLE
  I  DEFINITIONSARTICLE
  II  SERIES 2003-3 ALLOCATIONSSection 2.1
  Establishment of Series 2003-3 Collection
  Account, Series 2003-3 Excess Collection Account and Series 2003-3 Accrued
  Interest AccountSection 2.2
  Allocations with Respect to the Series
  2003-3 NotesSection 2.3
  Payments to Noteholders and Series 2003-3
  Interest Rate Swap CounterpartySection 2.4
  Payment of Note InterestSection 2.5
  Payment of Note PrincipalSection 2.6
  Administrators Failure to Instruct the
  Trustee to Make a Deposit or PaymentSection 2.7
  Series-2003-3 Reserve AccountSection 2.8
  Series 2003-3 Letters of Credit and Series
  2003-3 Cash Collateral AccountSection 2.9
  Series 2003-3 Distribution AccountSection 2.10
  Series 2003-3 Interest Rate SwapSection 2.11
  Series 2003-3 Accounts Permitted
  InvestmentsSection 2.12
  Series 2003-3 Demand Notes Constitute
  Additional Collateral for Series 2003-3 Notes.ARTICLE III  AMORTIZATION EVENTSARTICLE
  IV  RIGHT TO WAIVE PURCHASE
  RESTRICTIONSARTICLE
  V  FORM OF SERIES 2003-3 NOTESSection 5.1
  Restricted Global Series 2003-3 NotesSection 5.2
  Temporary Global Series 2003-3 Notes;
  Permanent Global Series 2003-3 NotesARTICLE
  VI  GENERALSection 6.1
  Optional RepurchaseSection 6.2
  InformationSection 6.3
  ExhibitsSection 6.4
  Ratification of Base IndentureSection 6.5
  CounterpartsSection 6.6
  Governing LawSection 6.7
  AmendmentsSection 6.8
  Discharge of IndentureSection 6.9
  Notice to Surety Provider and Rating
  AgenciesSection 6.10
  Certain Rights of Surety ProviderSection 6.11
  Surety Provider Deemed Noteholder and
  Secured PartySection 6.12
  Capitalization of AFC-IISection 6.13
  Series 2003-3 Required Non-Program
  Enhancement Percentage  i 
   Section 6.14
  Third Party BeneficiarySection 6.15
  Prior Notice by Trustee to Surety ProviderSection 6.16
  Effect of Payments by the Surety ProviderSection 6.17
  Series 2003-3 Demand NotesSection 6.18
  SubrogationSection 6.19
  Termination of Supplement  ii 
   CONFORMED COPY  SERIES 2003-3 SUPPLEMENT, dated as of May 6, 2003
(this Supplement), among 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 2003-3 Noteholders and the Surety Provider (the Series 2003-3 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, Sections 2.2 and 12.1 of the Base Indenture
provide, among other things, that AFC-II and the Trustee may at any time and
from time to time enter into a supplement to the Base Indenture for the purpose
of authorizing the issuance of one or more Series of Notes;  NOW, THEREFORE, the parties hereto agree as follows:  DESIGNATION  There is hereby created a Series of Notes of three
classes to be issued pursuant to the Base Indenture and this Supplement and
such Series of Notes shall be designated generally as Series 2003-3 Rental Car
Asset Backed Notes.  The Series 2003-3 Notes will be issued in three
classes:  one of which shall be
designated as the Series 2003-3 2.75% Rental Car Asset Backed Notes, Class A-1,
one of which shall be designated as the Series 2003-3 Floating Rate Rental Car
Asset Backed Notes, Class A-2, and one of which shall be designated as the
Series 2003-3 3.72% Rental Car Asset Backed Notes, Class A-3.  The proceeds from the sale of the Series 2003-3 Notes
shall be deposited in the Collection Account and shall be 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 for
acquisition or refinancing thereunder on the date hereof.  Any such portion of proceeds not so used to
make Loans shall be deemed to be Principal Collections.  The Series 2003-3 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 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 this
Supplement, 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 2003-3 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 2003-3 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:  AGH means Avis Group Holdings, Inc., a
Delaware corporation.  Authorized Newspaper means the Luxemburger Wort or other daily newspaper
of general circulation in Luxembourg (or if publication is not practical in
Luxembourg, in Europe).  Business Day means any day other than (a) a
Saturday or a Sunday or (b) a day on which the Surety Provider or banking
institutions in New York City or in the city in which the corporate trust
office of the Trustee is located are authorized or obligated by law or
executive order to close.  Certificate of Lease Deficit Demand means a
certificate in the form of Annex A to the Series 2003-3 Letters of
Credit.  Certificate of Termination Date Demand means
a certificate in the form of Annex D to the Series 2003-3 Letters of
Credit.  Certificate of Termination Demand means a
certificate in the form of Annex C to the Series 2003-3 Letters of
Credit.  Certificate of Unpaid Demand Note Demand
means a certificate in the form of Annex B to the Series 2003-3 Letters
of Credit.  Class means a class of the Series 2003-3
Notes, which may be the Class A-1 Notes, the Class A-2 Notes or the Class A-3
Notes.  Class A-1 Carryover Controlled Amortization Amount
means, with respect to any Related Month during the Three-Year Notes Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation paid to the Class A-1 Noteholders pursuant to Section
2.5(e) for the previous Related Month was less than the Class A-1 Controlled
Distribution Amount for the previous Related Month; provided, however,
that for  2 
   the first Related Month in the Three-Year Notes 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 during the Three-Year Notes
Controlled Amortization Period, $66,666,666.66 and (ii) with respect to the
last Related Month during the Three-Year Notes Controlled Amortization Period,
$66,666,666.70.  Class A-1 Controlled Distribution Amount
means, with respect to any Related Month during the Three-Year Notes 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 Initial Invested Amount means the
aggregate initial principal amount of the Class A-1 Notes, which is
$400,000,000.  Class A-1 Invested Amount means, when used
with respect to any date, an amount equal to the Class A-1 Outstanding
Principal Amount plus the sum of (a) the amount of any principal
payments made to the Class A-1 Noteholders on or prior to such date with the
proceeds of a demand on the Surety Bond and (b) the amount of any principal
payments made to Class A-1 Noteholders that have been rescinded or otherwise
returned by the Class A-1 Noteholders for any reason.  Class A-1 Monthly Interest means, with
respect to (i) the initial Series 2003-3 Interest Period, an amount equal to
$1,344,444.44 and (ii) any other Series 2003-3 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 2003-3 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 2.75% per annum.  Class A-1 Notes means any one of the Series
2003-3 2.75% Rental Car Asset Backed Notes, Class A-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-1 Outstanding Principal 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-2 Carryover Controlled Amortization Amount
means, with respect to any Related Month during the Three-Year Notes Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation paid to the Class A-2 Noteholders pursuant to
Section 2.5(e) for the previous Related Month was less than the Class A-2  3 
   Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Three-Year Notes 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 Three-Year Notes Controlled Amortization Period, $16,666,666.66 and
(ii) with respect to the last Related Month during the Three-Year Notes
Controlled Amortization Period, $16,666,666.70.  Class A-2 Controlled Distribution Amount
means, with respect to any Related Month during the Three-Year Notes 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 Initial Invested Amount means the aggregate
initial principal amount of the Class A-2 Notes, which is $100,000,000.  Class A-2 Invested Amount means, when used
with respect to any date, an amount equal to the Class A-2 Outstanding
Principal Amount plus the sum of (a) the amount of any principal
payments made to the Class A-2 Noteholders on or prior to such date with the
proceeds of a demand on the Surety Bond and (b) the amount of any principal
payments made to Class A-2 Noteholders that have been rescinded or otherwise
returned by the Class A-2 Noteholders for any reason.  Class A-2 Monthly Interest means, with
respect to any Series 2003-3 Interest Period, an amount equal to the product of
(A) the Class A-2 Invested Amount on the first day of such Series 2003-3
Interest Period, after giving effect to any principal payments made on such
date, (B) the Class A-2 Note Rate for such Series 2003-3 Interest Period and
(C) the number of days in such Series 2003-3 Interest Period divided by 360.  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, for (i) the
initial Series 2003-3 Interest Period, 1.54438% per annum and (ii) any
other Series 2003-3 Interest Period, the sum of 0.23% plus LIBOR for
such Series 2003-3 Interest Period.  Class A-2 Notes means any one of the Series
2003-3 Floating Rate Rental Car Asset Backed Notes, Class A-2, 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.  Class A-2 Outstanding Principal 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.  4 
   Class A-3 Carryover Controlled Amortization Amount
means, with respect to any Related Month during the Class A-3 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-3
Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Class A-3 Controlled
Amortization Period, the Class A-3 Carryover Controlled Amortization Amount
shall be zero.  Class A-3 Controlled Amortization Amount
means (i) with respect to any Related Month other than the last Related Month
during the Class A-3 Controlled Amortization Period, $41,666,666.66 and (ii)
with respect to the last Related Month during the Class A-3 Controlled
Amortization Period, $41,666,666.70.  Class A-3 Controlled Amortization Period
means the period commencing at the opening of business on January 1, 2008 (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
2003-3 Rapid Amortization Period, (ii) the date on which the Class A-3 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
2003-3 Termination Date and (iv) the termination of the Indenture.  Class A-3 Controlled Distribution Amount
means, with respect to any Related Month during the Class A-3 Controlled
Amortization Period, an amount equal to the sum of the Class A-3 Controlled
Amortization Amount and any Class A-3 Carryover Controlled Amortization Amount
for such Related Month.  Class A-3 Expected Final Distribution Date
means the July 2008 Distribution Date.  Class A-3 
Final Distribution Date means the July 2009 Distribution Date.  Class A-3 Initial Invested Amount means the
aggregate initial principal amount of the Class A-3 Notes, which is
$250,000,000.  Class A-3 Invested Amount means, when used
with respect to any date, an amount equal to the Class A-3 Outstanding
Principal Amount plus the sum of (a) the amount of any principal
payments made to the Class A-3 Noteholders on or prior to such date with the
proceeds of a demand on the Surety Bond and (b) the amount of any principal
payments made to Class A-3 Noteholders that have been rescinded or otherwise
returned by the Class A-3 Noteholders for any reason.  Class A-3 Monthly Interest means, with
respect to (i) the initial Series 2003-3 Interest Period, an amount equal to
$1,136,666.67 and (ii) any other Series 2003-3 Interest Period, an amount equal
to the product of (A) one-twelfth of the Class A-3 Note Rate and (B) the Class
A-3 Invested Amount on the first day of such Series 2003-3 Interest Period,
after giving effect to any principal payments made on such date.  Class A-3 Noteholder means the Person in
whose name a Class A-3 Note is registered in the Note Register.  5 
   Class A-3 Note Rate means 3.72% per annum.  Class A-3 Notes means any one of the Series
2003-3 3.72% Rental Car Asset Backed Notes, Class A-3, executed by AFC-II and
authenticated by or on behalf of the Trustee, substantially in the form of Exhibit
A-3-1, Exhibit A-3-2 or Exhibit A-3-3.  Definitive Class A-3 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-3 Outstanding Principal Amount means,
when used with respect to any date, an amount equal to (a) the Class A-3
Initial Invested Amount minus (b) the amount of principal payments made to
Class A-3 Noteholders on or prior to such date.  Clearstream is defined in Section 5.2.  Consent is defined in Article IV.  Consent Period Expiration Date is defined in
Article IV.  Demand Note Issuer means each issuer of a
Series 2003-3 Demand Note.  Designated Amounts is defined in Article IV.  Disbursement means any Lease Deficit
Disbursement, any Unpaid Demand Note Disbursement, any Termination Date
Disbursement or any Termination Disbursement under a Series 2003-3 Letter of
Credit, or any combination thereof, as the context may require.  Excess Collections is defined in Section
2.3(f)(i).  Euroclear is defined in Section 5.2.  Fixed Rate Payment means, for any
Distribution Date, the amount, if any, payable by AFC-II as the Fixed Amount
under the Series 2003-3 Interest Rate Swap after the netting of payments due to
AFC-II as the Floating Amount from the Series 2003-3 Interest Rate Swap
Counterparty under the Series 2003-3 Interest Rate Swap on such Distribution
Date.  Insurance Agreement means the Insurance
Agreement, dated as of May 6, 2003, among the Surety Provider, the Trustee and
AFC-II, which shall constitute an Enhancement Agreement with respect to the
Series 2003-3 Notes for all purposes under the Indenture.  Insured Principal Deficit Amount means, with
respect to any Distribution Date, the excess, if any, of (a) the Series 2003-3
Outstanding Principal 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 2003-3 Available Reserve Account Amount
on such Distribution Date, the Series 2003-3 Letter of Credit Amount on such
Distribution Date and the Series 2003-3 AESOP I Operating Lease Loan Agreement
Borrowing Base on such Distribution Date.  6 
   Interest Rate Swap Counterparty means
AFC-IIs counterparty under a Series 2003-3 Interest Rate Swap.  Lease Deficit Disbursement means an amount
drawn under a Series 2003-3 Letter of Credit pursuant to a Certificate of Lease
Deficit Demand.  LIBOR means, with respect to each Series
2003-3 Interest Period, a rate per annum to be determined by the Trustee as
follows:  (i)On each LIBOR
Determination Date, 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 LIBOR
Determination Date:  (ii)If, on any LIBOR
Determination 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 Series 2003-3 Interest Period, to prime
banks in the London interbank market at approximately 11:00 a.m., London time,
on such LIBOR Determination 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 market at such time.  If at least
two such quotations are provided, LIBOR for such Series 2003-3 Interest Period
will be the arithmetic mean of such quotations; or  (iii)If fewer than two such
quotations are provided, LIBOR for such Series 2003-3 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 LIBOR Determination Date for loans in U.S. dollars to leading
European banks, for a period of one month, commencing on the first day of such
Series 2003-3 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 Series 2003-3 Interest Period will be the same
as LIBOR for the immediately preceding Series 2003-3 Interest Period.  LIBOR Determination Date means, with respect
to any Series 2003-3 Interest Period, the second London Banking Day preceding
the first day of such Series 2003-3 Interest Period.  London Banking Day means any business day on
which dealings in deposits in United States dollars are transacted in the
London interbank market.  Monthly Total Principal Allocation means for
any Related Month the sum of all Series 2003-3 Principal Allocations with
respect to such Related Month.  Moodys means Moodys Investors Service.  7 
   Past Due Rent Payment is defined in Section
2.2(g).  Permanent Global Class A-1 Note is defined in
Section 5.2.  Permanent Global Class A-2 Note is defined in
Section 5.2.  Permanent Global Class A-3 Note is defined in
Section 5.2.  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 2003-3 Demand Notes included in the Series 2003-3
Demand Note Payment Amount as of the Series 2003-3 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 insuch
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 2003-3 Demand Note
Payment Amount as of the date of the conclusion or dismissal of such
proceedings.  Principal Deficit Amount means, as of any
date of determination, the excess, if any, of (i) the Series 2003-3 Invested
Amount on such date (after giving effect to the distribution of the Monthly
Total Principal Allocation for the Related Month if such date is a Distribution
Date) over (ii) the Series 2003-3 AESOP I Operating Lease Loan Agreement
Borrowing Base on such date;provided,however the Principal
Deficit Amount on any date occurring during the period commencing on and
including the date of the filing by any of the Lessees of a petition for relief
under Chapter 11 of the Bankruptcy Code to but excluding the date on which each
of the Lessees shall have resumed making all payments of the portion of Monthly
Base Rent relating to Loan Interest required to be made under the AESOP I
Operating Lease, shall mean the excess, if any, of (x) the Series 2003-3
Invested Amount on such date (after giving effect to the distribution of
Monthly Total Principal Allocation for the Related Month if such date is a
Distribution Date) over (y) the sum of (1) the Series 2003-3 AESOP I Operating
Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the
Series 2003-3 Liquidity Amount on such date and (b) the Series 2003-3 Required
Liquidity Amount on such date.  Pro Rata Share means, with respect to any
Series 2003-3 Letter of Credit Provider as of any date, the fraction (expressed
as a percentage) obtained by dividing (A) the available amount under such
Series 2003-3 Letter of Credit Providers Series 2003-3 Letter of Credit as of
such date by (B) an amount equal to the aggregate available amount under all
Series 2003-3 Letters of Credit as of such date; provided, that only for
purposes of calculating the Pro Rata Share with respect to any Series 2003-3
Letter of Credit Provider as of any date, if such Series 2003-3 Letter of
Credit Provider has not complied with its obligation to pay the Trustee the
amount of any draw under its Series 2003-3 Letter of Credit made prior to such
date, the  8 
   available amount under such Series 2003-3 Letter of Credit Providers
Series 2003-3 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 2003-3 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 2003-3 Letter of
Credit).  Qualified Interest Rate Swap Counterparty
means a counterparty to a Series 2003-3 Interest Rate Swap who is acceptable to
the Surety Provider and who is a bank or other financial institution, which has
(i) a short-term senior and unsecured debt rating of at least A-1 from
Standard & Poors and of P-1 from Moodys and (ii) (a) on the date the
Series 2003-3 Interest Rate Swap is executed, a long-term senior and unsecured
debt rating of at least AA- from Standard & Poors (or is otherwise
acceptable to Standard & Poors) and Aa3 from Moodys and (b) on any
other date, a long-term senior and unsecured debt rating of at least A+ from
Standard & Poors and A1 from Moodys.  Requisite Noteholders means Series 2003-3
Noteholders holding more than 50% of the Series 2003-3 Invested Amount.  Restricted Global Class A-1 Note is defined
in Section 5.1.  Restricted Global Class A-2 Note is defined
in Section 5.1.  Restricted Global Class A-3 Note is defined
in Section 5.1.  Series 1998-1 Notes means the Series of Notes
designated as the Series 1998-1 Notes.  Series
2000-1 Notes means the Series of Notes designated as the Series 2000-1
Notes.  Series
2000-2 Notes means the Series of Notes designated as the Series 2000-2
Notes.  Series
2000-3 Notes means the Series of Notes designated as the Series 2000-3
Notes.  Series
2000-4 Notes means the Series of Notes designated as the Series 2000-4
Notes.  Series
2001-1 Notes means the Series of Notes designated as the Series 2001-1
Notes.  Series
2001-2 Notes means the Series of Notes designated as the Series 2001-2
Notes.  9 
   Series
2002-1 Notes means the Series of Notes designated as the Series 2002-1
Notes.  Series
2002-2 Notes means the Series of Notes designated as the Series 2002-2 Notes.  Series
2002-3 Notes means the Series of Notes designated as the Series 2002-3
Notes.  Series
2002-4 Notes means the Series of Notes designated as the Series 2002-4
Notes.  Series
2003-1 Notes means the Series of Notes designated as the Series 2003-1
Notes.  Series
2003-2 Notes means the Series of Notes designated as the Series 2003-2
Notes.  Series
2003-3 Accounts means each of the Series 2003-3 Distribution Account, the
Series 2003-3 Reserve Account, the Series 2003-3 Collection Account, the Series
2003-3 Excess Collection Account and the Series 2003-3 Accrued Interest
Account.  Series
2003-3 Accrued Interest Account is defined in Section 2.1(b).  Series 2003-3 Adjusted Monthly Interest means
(a) for the initial Distribution Date, an amount equal to $2,674,158.61 and (b)
for any other Distribution Date, the sum of (i) the sum of (A) for the Series
2003-3 Interest Period ending on the day preceding such Distribution Date, an
amount equal to the product of (1) the Class A-1 Note Rate and (2) the Class
A-1 Outstanding Principal Amount on the first day of such Series 2003-3
Interest Period, divided by twelve, (B) an amount equal to the product of (1)
the Class A-2 Note Rate for such Series 2003-3 Interest Period, (2) the Class
A-2 Outstanding Principal Amount on the first day of such Series 2003-3
Interest Period, and (3) a fraction, the numerator of which is the number of
days in such Series 2003-3 Interest Period and the denominator of which is 360
and (C) an amount equal to the product of (1) the Class A-3 Note Rate and (2)
the Class A-3 Outstanding Principal Amount on the first day of such Series
2003-3 Interest Period, divided by twelve and (ii) any amount described in
clause (b)(i) with respect to a prior Distribution Date that remains unpaid as
of such Distribution Date (together with any accrued interest on such amount).  Series 2003-3 Agent is defined in the
recitals hereto.  Series 2003-3 AESOP I Operating Lease Loan
Agreement Borrowing Base means, as of any date of determination, the
product of (a) the Series 2003-3 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 2003-3 AESOP I Operating Lease Vehicle
Percentage means, as of any date of determination, a fraction, expressed
as a percentage (which percentage shall never exceed 100%), the numerator of
which is the Series 2003-3 Required AESOP I Operating Lease Vehicle  10 
   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 2003-3 Available Cash Collateral Account
Amount means, as of any date of determination, the amount on deposit in
the Series 2003-3 Cash Collateral Account (after giving effect to any deposits
thereto and withdrawals and releases therefrom on such date).  Series-2003-3 Available Reserve Account Amount
means, as of any date of determination, the amount on deposit in the Series
2003-3 Reserve Account (after giving effect to any deposits thereto and
withdrawals and releases therefrom on such date).  Series 2003-3 Cash Collateral Account is
defined in Section 2.8(f).  Series 2003-3 Cash Collateral Account Collateral
is defined in Section 2.8(a).  Series 2003-3 Cash Collateral Account Surplus
means, with respect to any Distribution Date, the lesser of (a) the Series
2003-3 Available Cash Collateral Account Amount and (b) the lesser of (A) the
excess, if any, of the Series 2003-3 Liquidity Amount (after giving effect to
any withdrawal from the Series 2003-3 Reserve Account on such Distribution
Date) over the Series 2003-3 Required Liquidity Amount on such Distribution
Date and (B) the excess, if any, of the Series 2003-3 Enhancement Amount (after
giving effect to any withdrawal from the Series 2003-3 Reserve Account on such
Distribution Date) over the Series 2003-3 Required Enhancement Amount on such
Distribution Date; provided, however that, on any date after the
Series 2003-3 Letter of Credit Termination Date, the Series 2003-3 Cash
Collateral Account Surplus shall mean the excess, if any, of (x) the Series
2003-3 Available Cash Collateral Account Amount over (y) the Series 2003-3
Demand Note Payment Amount minusthe Pre-Preference Period Demand Note
Payments as of such date.  Series 2003-3 Cash Collateral Percentage
means, as of any date of determination, the percentage equivalent of a
fraction, the numerator of which is the Series 2003-3 Available Cash Collateral
Amount as of such date and the denominator of which is the Series 2003-3 Letter
of Credit Liquidity Amount as of such date.  Series 2003-3 Closing Date means May 6, 2003.  Series 2003-3 Collateral means the
Collateral, each Series 2003-3 Letter of Credit, each Series 2003-3 Demand
Note, the Series 2003-3 Distribution Account Collateral, the Series 2003-3
Interest Rate Swap Collateral, the Series 2003-3 Cash Collateral Account
Collateral and the Series 2003-3 Reserve Account Collateral.  Series 2003-3 Collection Account is defined
in Section 2.1(b).  Series 2003-3 Controlled Amortization Period
means the Three-Year Notes Controlled Amortization Period and/or the Class A-3
Controlled Amortization Period, as the case may be.  11 
   Series 2003-3 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 2003-3 Demand Note Payment Amount
means, as of the Series 2003-3 Letter of Credit Termination Date, the aggregate
amount of all proceeds of demands made on the Series 2003-3 Demand Notes
pursuant to Section 2.5(b) or (c) that were deposited into the Series
2003-3 Distribution Account and paid to the Series 2003-3 Noteholders during
the one year period ending on the Series 2003-3 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 2003-3
Demand Note Payment Amount as of the Series 2003-3 Letter of Credit Termination
Date shall equal the Series 2003-3 Demand Note Payment Amount as if it were
calculated as of the date of such occurrence.  Series 2003-3 Deposit Date is defined in
Section 2.2.  Series 2003-3 Distribution Account is defined
in Section 2.9(a).  Series 2003-3 Distribution Account Collateral
is defined in Section 2.9(d).  Series 2003-3 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 2003-3
Letter of Credit, a long-term senior unsecured debt rating (or the equivalent
thereof in the case of Moodys or Standard & Poors, as applicable) of at
least A+ from Standard & Poors and at least Al from Moodys and a
short-term senior unsecured debt rating of at least A-1 from Standard &
Poors and 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, however, that if a person is not
a Series 2003-3 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 2003-3 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 2003-3 Letter of Credit Provider.  Series 2003-3 Enhancement means the Series
2003-3 Cash Collateral Account Collateral, the Series 2003-3 Letters of Credit,
the Series 2003-3 Demand Notes, the Series 2003-3 Overcollateralization Amount
and the Series 2003-3 Reserve Account Amount.  Series 2003-3 Enhancement Amount means, as of
any date of determination, the sum of (i) the Series 2003-3
Overcollateralization Amount as of such date, (ii) the Series 2003-3 Letter of
Credit Amount as of such date, (iii) the Series 2003-3 Available Reserve
Account Amount as of such date and (iv) the amount of cash and Permitted
Investments on deposit in the Series 2003-3 Collection Account (not including
amounts allocable to the Series 2003-3 Accrued Interest Account) and the Series
2003-3 Excess Collection Account as of such date.  12 
   Series 2003-3 Enhancement Deficiency means,
on any date of determination, the amount by which the Series 2003-3 Enhancement
Amount is less than the Series 2003-3 Required Enhancement Amount as of such
date.  Series 2003-3 Excess Collection Account is
defined in Section 2.1(b).  Series 2003-3 Final Distribution Date means
the Three-Year Notes Final Distribution Date or the Class A-3 Final Distribution
Date.  Series 2003-3 Initial Invested Amount means
the sum of the Class A-1 Initial Invested Amount, the Class A-2 Initial
Invested Amount and the Class A-3 Initial Invested Amount.  Series 2003-3 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 2003-3 Interest Period shall commence on and include
the Series 2003-3 Closing Date and end on and include June 20, 2003.  Series 2003-3 Interest Rate Swap is defined
in Section 2.10(a).  Series 2003-3 Interest Rate Swap Collateral
is defined in Section 2.10(d).  Series 2003-3 Interest Rate Swap Proceeds
means the amounts received by the Trustee from an Interest Rate Swap
Counterparty from time to time in respect of a Series 2003-3 Interest Rate
Swap (including amounts received from a guarantor or from collateral).  Series 2003-3 Invested Amount means, as of
any date of determination, the sum of the Class A-1 Invested Amount as of such
date, the Class A-2 Invested Amount as of such date and the Class A-3 Invested
Amount as of such date.  Series 2003-3 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 2003-3 Invested Amount and the Series 2003-3
Overcollateralization Amount, determined during the Series 2003-3 Revolving
Period as of the end of the Related Month (or, until the end of the initial
Related Month, on the Series 2003-3 Closing Date), or, during the Series 2003-3
Controlled Amortization Period and the Series 2003-3 Rapid Amortization Period,
as of the end of the Series 2003-3 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 2003-3 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  13 
   (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 2003-3 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 2003-3 Lease Interest Payment Deficit
means on any Distribution Date an amount equal to the excess, if any, of (a) the
aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b),
(c) or (d) would have been allocated to the Series 2003-3 Accrued Interest
Account if all payments of Monthly Base Rent required to have been made under
the Leases from and excluding the preceding Distribution Date to and including
such Distribution Date were made in full over (b) the aggregate amount of
Interest Collections which pursuant to Section 2.2(a), (b), (c) or (d) have
been allocated to the Series 2003-3 Accrued Interest Account (excluding any
amounts paid into the Series 2003-3 Accrued Interest Account pursuant to the
proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding the
preceding Distribution Date to and including such Distribution Date.  Series
2003-3 Lease Payment Deficit means either a Series 2003-3 Lease Interest
Payment Deficit or a Series 2003-3 Lease Principal Payment Deficit.  Series
2003-3 Lease Principal Payment Carryover Deficit means (a) for the initial
Distribution Date, zero and (b) for any other Distribution Date, the excess of
(x) the Series 2003-3 Lease Principal Payment Deficit, if any, on the preceding
Distribution Date over (y) the amount deposited in the Distribution
Account on such preceding Distribution Date pursuant to Section 2.5(b) on
account of such Series 2003-3 Lease Principal Payment Deficit.  Series 2003-3 Lease
Principal Payment Deficit means on any Distribution Date the sum of (a)
the Series 2003-3 Monthly Lease Principal Payment Deficit for such Distribution
Date and (b) the Series 2003-3 Lease Principal Payment Carryover Deficit for
such Distribution Date.  Series 2003-3
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 2003-3 Eligible Letter of Credit Provider in favor of the Trustee for
the benefit of the Series 2003-3 Noteholders and the Surety Provider in form
and substance satisfactory to the Surety Provider.  Series 2003-3
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 2003-3 Letter of Credit, as specified therein, and
(ii) if the Series 2003-3 Cash Collateral Account has been established and
funded pursuant to Section 2.8, the Series 2003-3 Available Cash
Collateral Account Amount on such date and (b) the aggregate outstanding
principal amount of the Series 2003-3 Demand Notes on such date.  Series 2003-3
Letter of Credit Expiration Date means, with respect to any Series 2003-3
Letter of Credit, the expiration date set forth in such Series 2003-3 Letter of
Credit, as such date may be extended in accordance with the terms of such
Series 2003-3 Letter of Credit.  14 
   Series 2003-3
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 2003-3 Letter of Credit, as specified therein, and (b) if the
Series 2003-3 Cash Collateral Account has been established and funded pursuant
to Section 2.8, the Series 2003-3 Available Cash Collateral Account Amount
on such date.  Series 2003-3
Letter of Credit Provider means the issuer of a Series 2003-3 Letter of
Credit.  Series 2003-3 Letter
of Credit Termination Date means the first to occur of (a) the date
on which the Series 2003-3 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 2003-3 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
2003-3 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 (j) of Article III; provided, however, that any event
or condition of the type specified in clauses (a) through (e) and (h) through
(j) of Article III shall not constitute a Series 2003-3 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 2003-3 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 2003-3 Limited
Liquidation Event of Default.  Series
2003-3 Liquidity Amount means, as of any date of determination, the sum of
(a) the Series 2003-3 Letter of Credit Liquidity Amount on such date and (b)
the Series 2003-3 Available Reserve Account Amount on such date.  Series
2003-3 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount means, as
of any day, with respect to Kia, Isuzu, Subaru, Hyundai and Suzuki, in the
aggregate, an amount equal to 15% of the aggregate Net Book Value of all
Vehicles leased under the Leases on such day or such lesser percentage as may
be agreed to in writing by AFC-II and the Surety Provider of the aggregate Net
Book Value of all Vehicles leased under the Leases on such day.  Series
2003-3 Maximum Amount means any of the Series 2003-3 Maximum Manufacturer
Amounts, the Series 2003-3 Maximum Non-Eligible Manufacturer Amount, the Series
2003-3 Maximum Non-Program Vehicle Amount or the Series 2003-3 Maximum
Specified States Amount.  Series
2003-3 Maximum Individual Kia/Isuzu/Subaru/Hyundai/Suzuki Amount means, as
of any day, with respect to Kia, Isuzu, 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
2003-3 Maximum Manufacturer Amount means, as of any day, any of the Series
2003-3 Maximum Mitsubishi Amount, the Series 2003-3 Maximum Individual  15 
   Kia/Isuzu/Subaru/Hyundai/Suzuki Amount or the Series
2003-3 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.  Series
2003-3 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
2003-3 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
2003-3 Maximum Non-Program Vehicle Amount means, as of any day, an amount equal
to the Series 2003-3 Maximum Non-Program Vehicle Percentage of the aggregate
Net Book Value of all Vehicles leased under the Leases on such day.  Series
2003-3 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 on
or after the Series 2003-3 Closing Date, with prompt written notice thereof
delivered by AFC-II to the Trustee.  Series
2003-3 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
2003-3 Monthly Interest means, with respect to any Series 2003-3 Interest
Period, the sum of the Class A-1 Monthly Interest, the Class A-2 Monthly
Interest and the Class A-3 Monthly Interest with respect to such Series 2003-3
Interest Period.  Series 2003-3
Monthly Lease Principal Payment Deficit means, on any Distribution Date,
an amount equal to the excess, if any, of (a) the aggregate amount of Principal
Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been
allocated to the Series 2003-3 Collection Account if all payments required to
have been made under the Leases from and excluding the preceding Distribution
Date to and including such Distribution Date were made in full over (b) the
aggregate amount of Principal Collections which pursuant to Section 2.2(a),
(b), (c) or (d) have been allocated to the Series 2003-3 Collection Account
(without giving effect to any amounts paid into the Series 2003-3 Accrued
Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or
2.2(d)(ii)) from and excluding the preceding Distribution Date to and including
such Distribution Date.  Series
2003-3 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
2003-3 Note Rate means, the Class A-1 Note Rate, the Class A-2 Note Rate
or the Class A-3 Note Rate, as the context may require.  16 
   Series
2003-3 Noteholder means any Class A-1 Noteholder, any Class A-2 Noteholder
or any Class A-3 Noteholder.  Series
2003-3 Notes means, collectively, the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes.  Series
2003-3 Outstanding Principal Amount means, as of any date of
determination, the sum of the Class A-1 Outstanding Principal Amount, the Class
A-2 Outstanding Principal Amount and the Class A-3 Outstanding Principal
Amount.  Series
2003-3 Overcollateralization Amount means (i) as of any date on which no
AESOP I Operating Lease Vehicle Deficiency exists, the Series 2003-3 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 2003-3 AESOP I Operating Lease Loan Agreement Borrowing Base as
of such date over (y) the Series 2003-3 Invested Amount as of such date.  Series
2003-3 Past Due Rent Payment is defined in Section 2.2(g).  Series
2003-3 Percentage means, as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Series 2003-3 Invested
Amount as of such date and the denominator of which is the Aggregate Invested
Amount as of such date.  Series
2003-3 Principal Allocation is defined in Section 2.2(a)(ii).  Series
2003-3 Program Vehicle Percentage means, as of any date of determination,
100% minus the Series 2003-3 Non-Program Vehicle Percentage.  Series
2003-3 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 2003-3
Notes and ending upon the earliest to occur of (i) the date on which the Series
2003-3 Notes are fully paid and the Surety Provider has been paid all Surety
Provider Fees, all other Surety Provider Reimbursement Amounts then due and the
Series 2003-3 Interest Rate Swap has been terminated and there are no amounts
due and owing thereunder, (ii) the Series 2003-3 Termination Date and (iii) the
termination of the Indenture.  Series
2003-3 Reimbursement Agreement means any and each agreement providing for
the reimbursement of a Series 2003-3 Letter of Credit Provider for draws  under its Series 2003-3 Letter of Credit as
the same may be amended, supplemented, restated or otherwise modified from time
to time.  Series
2003-3 Repurchase Amount is defined in Section 6.1.  Series
2003-3 Required AESOP I Operating Lease Vehicle Amount means, as of any
date of determination, the sum of the Series 2003-3 Invested Amount and the
Series  2003-3 Required
Overcollateralization Amount as of such date.  17 
   Series
2003-3 Required Enhancement Amount means, as of any date of determination,
the sum of (i) the product of the Series 2003-3 Required Enhancement Percentage
as of such date and the Series 2003-3 Invested Amount as of such date, (ii) the
Series 2003-3 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the Non-Program Vehicle Amount
as of such date over the Series 2003-3 Maximum Non-Program Vehicle Amount as of
such date, (iii) the Series 2003-3 AESOP I Operating Lease Vehicle Percentage
as of the immediately preceding Business Day 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 2003-3 Maximum Mitsubishi
Amount as of such date, (iv) the Series 2003-3 AESOP I Operating Lease Vehicle
Percentage as of the immediately preceding Business Day of the excess, if any,
of the aggregate Net Book Value of all Vehicles manufactured by Kia, Isuzu,
Subaru, Hyundai or Suzuki, individually, and leased under the Leases as of such
date over the Series 2003-3 Maximum Individual Kia/Isuzu/Subaru/ Hyundai/Suzuki
Amount as of such date, (v) the Series 2003-3 AESOP I Operating Lease Vehicle
Percentage as of the immediately preceding Business Day of the excess, if any,
of the aggregate Net Book Value of all Vehicles manufactured by Kia, Isuzu,
Subaru, Hyundai or Suzuki, in the aggregate, and leased under the Leases as of
such date over the Series 2003-3 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki
Amount as of such date, (vi) the Series 2003-3 AESOP I Operating Lease Vehicle
Percentage as of the immediately preceding Business Day of the excess, if any,
of the Specified States Amount as of such date over the Series 2003-3 Maximum
Specified States Amount as of such date and (vii) the Series 2003-3 AESOP I
Operating Lease Vehicle Percentage as of the immediately preceding Business Day
of the excess, if any, of the Non-Eligible Manufacturer Amount as of such date
over the Series 2003-3 Maximum Non-Eligible Manufacturer Amount as of such
date.  Series
2003-3 Required Enhancement Percentage means, as of any date of
determination, the sum of (i) the product of (A) 14.0% times (B) the Series
2003-3 Program Vehicle Percentage as of such date and (ii) the product of (A)
the Series 2003-3 Required Non-Program Enhancement Percentage as of such date
times (B) the Series 2003-3 Non-Program Vehicle Percentage as of such date.  Series
2003-3 Required Liquidity Amount means, with respect to any Distribution
Date, an amount equal to 2.5% of the Series 2003-3 Invested Amount on such
Distribution Date (after giving effect to any payments of principal to be made
on the Series 2003-3 Notes on such Distribution Date).  Series
2003-3 Required Non-Program Enhancement Percentage means, as of any date
of determination, the greater of (a) 19.5% and (b) the sum of (i) 19.5% and
(ii) the highest, for any calendar month within the preceding twelve calendar
months, 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
2003-3 Required Overcollateralization Amount means, as of any date of
determination, the excess, if any, of the Series 2003-3 Required Enhancement
Amount over the  18 
   sum of (i) the Series 2003-3 Letter of Credit Amount
as of such date, (ii) the Series 2003-3 Available Reserve Account Amount on
such date and (iii) the amount of cash and Permitted Investments on deposit in
the Series 2003-3 Collection Account (not including amounts allocable to the
Series 2003-3 Accrued Interest Account) and the Series 2003-3 Excess Collection
Account on such date.  Series
2003-3 Required Reserve Account Amount means, with respect to any
Distribution Date, an amount equal to the greater of (a) the excess, if
any, of the Series 2003-3 Required Liquidity Amount on such Distribution Date
over the Series 2003-3 Letter of Credit Liquidity Amount on such Distribution
Date (after giving effect to any payments of principal to be made on the Series
2003-3 Notes on such Distribution Date) and (b) the excess, if any, of the
Series 2003-3 Required Enhancement Amount over the Series 2003-3 Enhancement
Amount (excluding therefrom the Series 2003-3 Available Reserve Account Amount
and calculated after giving effect to any payments of principal to be made on
the Series 2003-3 Notes) on such Distribution Date.  Series
2003-3 Reserve Account is defined in Section 2.7(a).  Series
2003-3 Reserve Account Collateral is defined in Section 2.7(d).  Series
2003-3 Reserve Account Surplus means, with respect to any Distribution
Date, the excess, if any, of the Series 2003-3 Available Reserve Account Amount
over the Series 2003-3 Required Reserve Account Amount on such Distribution
Date.  Series
2003-3 Revolving Period means, the period from and including the Series
2003-3 Closing Date to the earlier of (i) the commencement of the Three-Year
Notes Controlled Amortization Period and (ii) the commencement of the Series
2003-3 Rapid Amortization Period; provided that if the Class A-1 Notes and the
Class A-2 Notes are paid in full on or prior to the July 2006 Distribution
Date, then the Series 2003-3 Revolving Period shall also include the period
from and including the first day of the calendar month during which the
Distribution Date on which the Class A-1 Notes and Class A-2 Notes are paid in
full occurs to the earlier of (i) the commencement of the Class A-3 Controlled
Amortization Period and (ii) the commencement of the Series 2003-3 Rapid
Amortization Period.  Series
2003-3 Shortfall is defined in Section 2.3(g).  Series
2003-3 Termination Date means the July 2009 Distribution Date.  Series
2003-3 Unpaid Demand Amount means, with respect to any single draw
pursuant to Section 2.5(c) or (d) on the Series 2003-3 Letters of Credit, the
aggregate amount drawn by the Trustee on all Series 2003-3 Letters of Credit.  Shadow
Rating means the rating of the Series 2003-3 Notes by Standard &
Poors or Moodys, as applicable, without giving effect to the Surety Bond.  Standard
& Poors means Standard & Poors Ratings Services, a division of
The McGraw-Hill Companies, Inc.  19 
   Supplement
is defined in the preamble hereto.  Surety
Bond means the Note Guaranty Insurance Policy No. AB0665BE, dated May 6,
2003, 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 Ambac Assurance Corporation, a Wisconsin-domiciled stock
insurance corporation.  The Surety
Provider shall constitute an Enhancement Provider with respect to the Series
2003-3 Notes for all purposes under the Indenture and the other Related
Documents.  Surety
Provider Fee is defined 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.  Telerate
Page 3750 means the display page currently so designated on the Moneyline
Telerate Service (or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices).  Temporary
Global Class A-1 Note is defined in Section 5.2.  Temporary
Global Class A-2 Note is defined in Section 5.2.  Temporary
Global Class A-3 Note is defined in Section 5.2.  Termination
Date Disbursement means an amount drawn under a Series 2003-3 Letter of
Credit pursuant to a Certificate of Termination Date Demand.  Termination
Disbursement means an amount drawn under a Series 2003-3 Letter of Credit
pursuant to a Certificate of Termination Demand.  Three-Year
Notes Controlled Amortization Period means the period commencing at the
opening of business on January 1, 2006 (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 2003-3 Rapid Amortization Period,
(ii) the date on which the Class A-1 Notes and the Class A-2 Notes are fully
paid and (iii) the termination of the Indenture.  Three-Year
Notes Expected Final Distribution Date means the July 2006 Distribution
Date.  20 
   Three-Year
Notes Final Distribution Date means the July 2007 Distribution Date.  Trustee
is defined in the recitals hereto.  Unpaid
Demand Note Disbursement means an amount drawn under a Series 2003-3
Letter of Credit pursuant to a Certificate of Unpaid Demand Note Demand.  Waivable
Amount is defined in Article IV.  Waiver
Event means the occurrence of the delivery of a Waiver Request and the
subsequent waiver of any Series 2003-3 Maximum Amount.  Waiver
Request is defined in Article IV.  ARTICLE II  SERIES 2003-3 ALLOCATIONS  With
respect to the Series 2003-3 Notes, the following shall apply:  Section 2.1  Establishment
of Series 2003-3 Collection Account, Series 2003-3 Excess Collection Account
and Series 2003-3 Accrued Interest Account.  (a)  All Collections allocable to the Series 2003-3
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 2003-3 Noteholders and the Surety
Provider:  the Series 2003-3 Collection
Account (such sub-account, the Series 2003-3 Collection Account), the
Series 2003-3 Excess Collection Account (such sub-account, the Series
2003-3 Excess Collection Account) and the Series 2003-3 Accrued Interest
Account (such sub-account, the Series 2003-3 Accrued Interest Account).  Section 2.2  Allocations
with Respect to the Series 2003-3 Notes. 
The net proceeds from the initial sale of the Series 2003-3 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 2003-3 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 the Series2003-3 Revolving Period.  During the Series 2003-3 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 2003-3 Deposit Date, all amounts deposited into the
Collection Account as set forth below:  (i)allocate to the Series
2003-3 Collection Account an amount equal to the sum of (A) the Series 2003-3
Invested Percentage (as of such day) of the aggregate amount of Interest
Collections on such day and (B) any amounts  21 
   received by the Trustee on such day in respect of the
Series 2003-3 Interest Rate Swap.  All
such amounts allocated to the Series 2003-3 Collection Account shall be further
allocated to the Series 2003-3 Accrued Interest Account; and  (ii)allocate to the Series
2003-3 Excess Collection Account an amount equal to the Series 2003-3 Invested
Percentage (as of such day) of the aggregate amount of Principal Collections on
such day (for any such day, the Series 2003-3 Principal Allocation); provided,
however, if a Waiver Event shall have occurred, then such allocation
shall be modified as provided in Article IV.  (b)Allocations of Collections During any Series 2003-3
Controlled Amortization Period.  With respect
to any Series 2003-3 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 2003-3 Deposit Date, all amounts deposited into the
Collection Account as set forth below:  (i)allocate to the Series
2003-3 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 2003-3 Accrued Interest Account; and  (ii)(A) with respect to the
Three-Year Notes Controlled Amortization Period, allocate to the Series 2003-3
Collection Account an amount equal to the Series 2003-3 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; provided, however,
that if the Monthly Total Principal Allocation exceeds the sum of the Class A-1
Controlled Distribution Amount and the Class A-2 Controlled Distribution
Amount, then the amount of such excess shall be allocated to the Series 2003-3
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 and (B) with respect to the Class A-3 Controlled
Amortization Period, allocate to the Series 2003-3 Collection Account an amount
equal to the Series 2003-3 Principal Allocation for such day, which amount
shall be used to make principal payments in respect of the Class A-3 Notes; provided,
however, that if the Monthly Total Principal Allocation exceeds the
Class A-3 Controlled Distribution Amount, then the amount of such excess shall
be allocated to the Series 2003-3 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.  (c)Allocations of Collections During the Series 2003-3
Rapid Amortization Period.  With respect to the Series
2003-3 Rapid Amortization Period, other than 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 2003-3
Deposit Date, all amounts deposited into the Collection Account as set forth
below:  22 
   (i)allocate to the Series 2003-3 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 2003-3 Accrued Interest
Account; and  (ii)allocate to the Series 2003-3 Collection Account an
amount equal to the Series 2003-3 Principal Allocation for such day, which
amount shall be used to make principal payments in respect of the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes, ratably, without preference
or priority of any kind, until the Series 2003-3 Invested Amount is paid in
full; provided that if on any Determination Date (A) the Administrator
determines that the amount anticipated to be available from Interest
Collections allocable to the Series 2003-3 Notes, any amounts payable to the
Trustee in respect of the Series 2003-3 Interest Rate Swap and other amounts
available pursuant to Section 2.3 to pay Series 2003-3 Adjusted Monthly
Interest and the Fixed Rate Payment on the next succeeding Distribution Date
will be less than the sum of the Series 2003-3 Adjusted Monthly Interest and
the Fixed Rate Payment for such Distribution Date and (B) the Series 2003-3
Enhancement Amount is greater than zero, then the Administrator shall direct
the Trustee in writing to reallocate a portion of the Principal Collections
allocated to the Series 2003-3 Notes during the Related Month equal to the
lesser of such insufficiency and the Series 2003-3 Enhancement Amount to the
Series 2003-3 Accrued Interest Account to be treated as Interest Collections on
such Distribution Date.  (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 2003-3 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 2003-3 Collection Account an
amount equal to the sum of (A) the Series 2003-3 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 for such day and (B) any amounts received by the
Trustee in respect of the Series 2003-3 Interest Rate Swap on such day.  All such amounts allocated to the Series
2003-3 Collection Account shall be further allocated to the Series 2003-3
Accrued Interest Account;  (ii)allocate to the Series 2003-3 Collection Account an
amount equal to the Series 2003-3 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 Series Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes,
ratably, without preference or priority of any kind, until the Series 2003-3
Invested Amount is paid in full; provided that if on any Determination
Date (A) the Administrator  23 
   determines that the amount anticipated to be available
from Interest Collections allocable to the Series 2003-3 Notes, any amounts
payable to the Trustee in respect of Series 2003-3 Interest Rate Swap and other
amounts available pursuant to Section 2.3 to pay Series 2003-3 Adjusted Monthly
Interest and the Fixed Rate Payment on the next succeeding Distribution Date
will be less than the sum of the Series 2003-3 Adjusted Monthly Interest and
the Fixed Rate Payment for such Distribution Date and (B) the Series 2003-3
Enhancement Amount is greater than zero, then the Administrator shall direct
the Trustee in writing to reallocate a portion of the Principal Collections
allocated to the Series 2003-3 Notes during the Related Month equal to the
lesser of such insufficiency and the Series 2003-3 Enhancement Amount to the
Series 2003-3 Accrued Interest Account to be treated as Interest Collections on
such Distribution Date.  (e)Series 2003-3 Excess Collection Account. 
Amounts allocated to the Series 2003-3 Excess Collection Account on any
Series 2003-3 Deposit Date will be (w) first, deposited in the Series 2003-3
Reserve Account in an amount up to the excess, if any, of the Series 2003-3
Required Reserve Account Amount for such date over the Series 2003-3 Available
Reserve Account Amount for such date, (x) second, used to pay 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 for any use
permitted by the Related Documents including to make Loans under the Loan
Agreements to the extent the Borrowers have requested Loans thereunder and
Eligible Vehicles are available for financing thereunder; provided, however,
that in the case of clauses (x), (y) and (z), that no Amortization Event,
Series 2003-3 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 2003-3 Excess Collection Account will be
withdrawn by the Trustee, deposited in the Series 2003-3 Collection Account and
allocated as Principal Collections to reduce the Series 2003-3 Invested Amount
on the immediately succeeding Distribution Date.  (f)Allocations From Other Series. 
Amounts allocated to other Series of Notes that have been reallocated by
AFC-II to the Series 2003-3 Notes (i) during the Series 2003-3 Revolving Period
shall be allocated to the Series 2003-3 Excess Collection Account and applied
in accordance with Section 2.2(e) and (ii) during the Series 2003-3
Amortization Period shall be allocated to the Series 2003-3 Collection Account
and applied in accordance with Section 2.2(b) or 2.2(c), as applicable, to make
principal payments in respect of the Series 2003-3 Notes.  (g)Past Due Rental Payments. 
Notwithstanding the foregoing, if in the case of Section 2.2(a) or (b),
after the occurrence of a Series 2003-3 Lease Payment Deficit, the Lessees
shall make payments of Monthly Base Rent or other amounts payable by the
Lessees under the Leases on or prior to the fifth Business Day after the
occurrence of such Series 2003-3 Lease Payment Deficit (a Past Due Rent
Payment), the  24 
   Administrator shall
direct the Trustee in writing pursuant to the Administration Agreement to
allocate to the Series 2003-3 Collection Account an amount equal to the Series
2003-3 Invested Percentage as of the date of the occurrence of such Series
2003-3 Lease Payment Deficit of the Collections attributable to such Past Due
Rent Payment (the Series 2003-3 Past Due Rent Payment).  The Administrator shall instruct the Trustee
in writing pursuant to the Administration Agreement to withdraw from the Series
2003-3 Collection Account and apply the Series 2003-3 Past Due Rent Payment in
the following order:  (i)if the occurrence of such Series 2003-3 Lease Payment
Deficit resulted in one or more Lease Deficit Disbursements being made under
the Series 2003-3 Letters of Credit, pay to each Series 2003-3 Letter of Credit
Provider who made such a Lease Deficit Disbursement for application in
accordance with the provisions of the applicable Series 2003-3 Reimbursement Agreement
an amount equal to the lesser of (x) the unreimbursed amount of such
Series 2003-3 Letter of Credit Providers Lease Deficit Disbursement and (y)
such Series 2003-3 Letter of Credit Providers Pro Rata Share of the Series
2003-3 Past Due Rent Payment;  (ii)if the occurrence of such Series 2003-3 Lease Payment
Deficit resulted in a withdrawal being made from the Series 2003-3 Cash
Collateral Account, deposit in the Series 2003-3 Cash Collateral Account an
amount equal to the lesser of (x) the amount of the Series 2003-3 Past Due Rent
Payment remaining after any payment pursuant to clause (i) above and (y) the
amount withdrawn from the Series 2003-3 Cash Collateral Account on account of
such Series 2003-3 Lease Payment Deficit;  (iii)if the occurrence of such Series 2003-3 Lease Payment
Deficit resulted in a withdrawal being made from the Series 2003-3 Reserve
Account pursuant to Section 2.3(d), deposit in the Series 2003-3 Reserve
Account an amount equal to the lesser of (x) the amount of the Series 2003-3
Past Due Rent Payment remaining after any payments pursuant to clauses (i) and
(ii) above and (y) the excess, if any, of the Series 2003-3 Required Reserve
Account Amount over the Series 2003-3 Available Reserve Account Amount on such
day;  (iv)allocate to the Series 2003-3 Accrued Interest Account
the amount, if any, by which the Series 2003-3 Lease Interest Payment Deficit,
if any, relating to such Series 2003-3 Lease Payment Deficit exceeds the amount
of the Series 2003-3 Past Due Rent Payment applied pursuant to clauses (i),
(ii) and (iii) above; and  (v)treat the remaining amount of the Series 2003-3 Past
Due Rent Payment as Principal Collections allocated to the Series 2003-3 Notes
in accordance with Section 2.2(a)(ii) or 2.2(b)(ii), as the case may be.  Section 2.3  Payments
to Noteholders and Series 2003-3 Interest Rate Swap Counterparty.  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  25 
   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 Section 2.3(a) below in respect of all funds
available from Series 2003-3 Interest Rate Swap Proceeds and Interest
Collections processed since the preceding Distribution Date and allocated to
the holders of the Series 2003-3 Notes.  (a)Note Interest with respect
to the Series 2003-3 Notes and the Series 2003-3 Interest Rate Swap.  On each Determination Date, the
Administrator shall instruct the Trustee and the Paying Agent in writing
pursuant to the Administration Agreement as to the amount to be withdrawn and
paid pursuant to Section 2.4 from the Series 2003-3 Accrued Interest Account to
the extent funds are anticipated to be available from Interest Collections
allocable to the Series 2003-3 Notes and the Series 2003-3 Interest Rate
Swap Proceeds processed from but not including the preceding Distribution Date
through the succeeding Distribution Date in respect of (w) first, an amount
equal to the Series 2003-3 Monthly Interest for the Series 2003-3 Interest
Period ending on the day preceding the related Distribution Date, (x) second,
an amount equal to any Fixed Rate Payment for the next succeeding Distribution
Date, (y) third, an amount equal to the amount of any unpaid Series 2003-3
Shortfall as of the preceding Distribution Date (together with any accrued
interest on such Series 2003-3 Shortfall) and (z) fourth, an amount equal to
the Surety Provider Fee for such Series 2003-3 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 the first sentence of this Section 2.3(a) from
the Series 2003-3 Accrued Interest Account and deposit such amounts in the
Series 2003-3 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 2003-3
Lease Payment Deficit, such notification to be in the form of Exhibit E
to this Supplement (each a Lease Payment Deficit Notice).  (c)Draws on Series
2003-3 Letters of Credit For Series 2003-3 Lease Interest Payment Deficits.  If the Administrator determines on any
Distribution Date that there exists a Series 2003-3 Lease Interest Payment
Deficit, the Administrator shall instruct the Trustee in writing to draw on the
Series 2003-3 Letters of Credit, if any, and, the Trustee shall, by 12:00 noon
(New York City time) on such Distribution Date draw an amount as set forth in
such notice equal to the least of (i) such Series 2003-3 Lease Interest Payment
Deficit, (ii) the excess, if any, of the sum of the amounts described in
clauses (w), (x), (y) and (z) of Section 2.3(a) above on such Distribution Date
over the amounts available from the Series 2003-3 Accrued Interest Account and
(iii) the Series 2003-3 Letter of Credit Liquidity Amount on the Series 2003-3
Letters of Credit by presenting to each Series 2003-3 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 Disbursements to be
deposited in the Series 2003-3 Distribution Account on such Distribution Date; provided,
however, that if the Series 2003-3 Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Series 2003-3 Cash
Collateral Account and deposit in the Series 2003-3 Distribution Account an
amount equal to the lesser of (x) the Series 2003-3 Cash Collateral Percentage
on such  26 
   Distribution Date of the least of the amounts
described in clauses (i), (ii) and (iii) above and (y) the Series 2003-3
Available Cash Collateral Account Amount on such Distribution Date and draw an
amount equal to the remainder of such amount on the Series 2003-3 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 2003-3 Letters of Credit.  (d)Withdrawals from
Series 2003-3 Reserve Account.  If
the Administrator determines on any Distribution Date that the amounts
available from the Series 2003-3 Accrued Interest Account plus the amount, if
any, to be drawn under the Series 2003-3 Letters of Credit and /or withdrawn
from the Series 2003-3 Cash Collateral Account pursuant to Section 2.3(c) are
insufficient to pay the sum of the amounts described in clauses (w), (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 2003-3
Reserve Account and deposit in the Series 2003-3 Distribution Account on such
Distribution Date an amount equal to the lesser of the Series 2003-3 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 withdrawn from the Series 2003-3 Reserve
Account.  The Trustee shall withdraw
such amount from the Series 2003-3 Reserve Account and deposit such amount in
the Series 2003-3 Distribution Account.  (e)Surety Bond.  If the Administrator determines on any
Distribution Date that the sum of the amounts available from the Series 2003-3
Accrued Interest Account plus the amount, if any, to be drawn under the
Series 2003-3 Letters of Credit and/or withdrawn from the Series 2003-3 Cash
Collateral Account pursuant to Section 2.3(c) above plus the amount, if
any, to be withdrawn from the Series 2003-3 Reserve Account pursuant to Section
2.3(d) above is insufficient to pay the Series 2003-3 Adjusted 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 and shall cause the proceeds
thereof to be deposited in the Series 2003-3 Distribution Account.  (f)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 2.4), if any, of the
amounts available from the Series 2003-3 Accrued Interest Account and the
Series 2003-3 Distribution Account, plus the amount, if any, drawn under the
Series 2003-3 Letters of Credit and/or withdrawn from the Series 2003-3 Cash
Collateral Account pursuant to Section 2.3(c) plus the amount, if any,
withdrawn from the Series 2003-3 Reserve Account pursuant to Section 2.3(d) as
follows:  (i)on each Distribution Date during the Series 2003-3 Revolving
Period or a Series 2003-3 Controlled Amortization Period, (1) first, to the
Series 2003-3 Interest Rate Swap Counterparty, an amount equal to the Fixed
Rate  27 
   Payment for such Distribution Date, (2) second, to the
Surety Provider, in an amount equal to (x) the Surety Provider Fee for the
related Series 2003-3 Interest Period and, without duplication, (y) any Surety
Provider Reimbursement Amounts then due and owing, (3) third, to the
Administrator, an amount equal to the Series 2003-3 Percentage as of the
beginning of such Series 2003-3 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 2003-3 Interest Period, (4) fourth, to the
Trustee, an amount equal to the Series 2003-3 Percentage as of the beginning of
such Series 2003-3 Interest Period of the Trustees fees for such Series 2003-3
Interest Period, (5) fifth, 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 2003-3 Percentage as of the beginning of such Series
2003-3 Interest Period of such Carrying Charges (other than Carrying Charges
provided for above) for such Series 2003-3 Interest Period, (6) sixth, to the
Series 2003-3 Interest Rate Swap Counterparty, any amounts due and owing under
the Series 2003-3 Interest Rate Swap (other than any Fixed Rate Payment) and
(7) seventh, the balance, if any (Excess Collections), shall be
withdrawn by the Paying Agent from the Series 2003-3 Collection Account and
deposited in the Series 2003-3 Excess Collection Account; and  (ii)on each Distribution Date during the Series 2003-3
Rapid Amortization Period, (1) first, to the Series 2003-3 Interest Rate Swap
Counterparty, an amount equal to the Fixed Rate Payment for such Distribution
Date, (2) second, to the Surety Provider, in an amount equal to (x) the Surety
Provider Fee for the related Series 2003-3 Interest Period and, without
duplication, (y) any Surety Provider Reimbursement Amounts then due and owing,
(3) third, to the Trustee, an amount equal to the Series 2003-3 Percentage as
of the beginning of such Series 2003-3 Interest Period of the Trustees fees
for such Series 2003-3 Interest Period, (4) fourth, to the Administrator, an
amount equal to the Series 2003-3 Percentage as of the beginning of such Series
2003-3 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 2003-3 Interest Period, (5) fifth, 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 2003-3 Percentage as of the beginning
of such Series 2003-3 Interest Period of such Carrying Charges (other than
Carrying Charges provided for above) for such Series 2003-3 Interest Period,
(6) sixth, so long as the Series 2003-3 Invested Amount is greater than the
Series 2003-3 Principal Allocations on such Distribution Date, an amount equal
to the excess of the Series 2003-3 Invested Amount over the Series 2003-3
Principal Allocations on such Distribution Date shall be treated as Principal
Collections and (7) seventh, to the Series 2003-3 Interest Rate Swap
Counterparty, any amounts due and owing under the Series 2003-3 Interest Rate
Swap (other than any Fixed Rate Payment).  (g)Shortfalls.  If the
amounts described in Section 2.3 are insufficient to pay the Series 2003-3
Monthly Interest on any Distribution Date, payments of interest to the Series
2003-3 Noteholders will be reduced on a pro  rata basis by the
amount of such  28 
   deficiency. 
The aggregate amount, if any, of such deficiency on any Distribution
Date shall be referred to as the Series 2003-3 Shortfall.  Interest shall accrue on the portion of the
Series 2003-3 Shortfall allocable to the Class A-1 Notes at the Class A-1 Note
Rate, on the portion of the Series 2003-3 Shortfall allocable to the Class A-2
Notes at the Class A-2 Note Rate and on the portion of the Series 2003-3
Shortfall allocable to the Class A-3 Notes at the Class A-3 Note Rate.  (h)Listing Information Requirement. 
Until the Administrator shall give the Trustee written notice that the
Class A-2 Notes are not listed on the Luxembourg Stock Exchange, the Trustee
shall, or shall instruct the Paying Agent to, cause the Class A-2 Note Rate for
the next succeeding Series 2003-3 Interest Period, the number of days in such
Series 2003-3 Interest Period, the Distribution Date for such Series 2003-3
Interest Period and the amount of interest payable on the Class A-2 Notes on
such Distribution Date to be (A) communicated to DTC, Euroclear, Clearstream,
the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than
11:00 a.m. (London time) on the Business Day immediately following each LIBOR
Determination Date and (B) published in the Authorized Newspaper as soon as
possible after its determination.  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 2003-3 Noteholders from the Series 2003-3 Distribution Account the
amount due to the Series 2003-3 Noteholders deposited in the Series 2003-3
Distribution Account pursuant to Section 2.3.  Section 2.5  Payment
of Note Principal.  (a)  Monthly Payments During Controlled
Amortization Period or Rapid Amortization Period.  Commencing on the second Determination Date during the Three-Year
Notes Controlled Amortization Period or the Class A-3 Controlled
Amortization Period, as the case may be, or the first Determination Date after
the commencement of the Series 2003-3 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 2003-3 Notes during the
Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the case
may be, (ii) any amounts to be drawn on the Series 2003-3 Demand Notes and/or
on the Series 2003-3 Letters of Credit (or withdrawn from the Series 2003-3
Cash Collateral Account), (iii) any amounts to be withdrawn from the Series
2003-3 Reserve Account and deposited into the Series 2003-3 Distribution
Account 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 2003-3 Notes during the Related Month pursuant
to Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, from the Series
2003-3 Collection Account and deposit such amount in the Series 2003-3
Distribution Account, to be paid to the holders of the Series 2003-3 Notes.  (b)Principal
Draws on Series 2003-3 Letters of Credit. 
If the Administrator determines on any Distribution Date during the
Series 2003-3 Rapid Amortization Period that there exists a Series 2003-3 Lease
Principal Payment Deficit, the Administrator shall instruct the Trustee in
writing to draw on the Series 2003-3 Letters of Credit, if any, as provided
below;provided, however, that the Administrator shall not
instruct the Trustee to draw on the Series  29 
   2003-3 Letters of Credit in respect of a Series 2003-3 Lease Principal
Payment Deficit on or after the date of the filing by any of the Lessees of a
petition for relief under Chapter 11 of the Bankruptcy Code unless and until
the date on which each of the Lessees shall have resumed making all payments of
the portion of Monthly Base Rent relating to Loan Interest required to be made
under the AESOP I Operating Lease.  Upon
receipt of a notice by the Trustee from the Administrator in respect of a
Series 2003-3 Lease Principal Payment Deficit on or prior to 11:00 a.m. (New
York City time) on a Distribution Date, the Trustee shall, by 12:00 noon (New
York City time) on such Distribution Date draw an amount as set forth in such
notice equal to the lesser of (i) such Series 2003-3 Lease Principal Payment
Deficit and (ii) the Series 2003-3 Letter of Credit Liquidity Amount on the
Series 2003-3 Letters of Credit by presenting to each Series 2003-3 Letter of
Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand
and shall cause the Lease Deficit Disbursements to be deposited in the Series
2003-3 Distribution Account on such Distribution Date; provided, however,
that if the Series 2003-3 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2003-3 Cash Collateral
Account and deposit in the Series 2003-3 Distribution Account an amount equal
to the lesser of (x) the Series 2003-3 Cash Collateral Percentage on such
Distribution Date of the Series 2003-3 Lease Principal Payment Deficit and (y)
the Series 2003-3 Available Cash Collateral Account Amount on such Distribution
Date and draw an amount equal to the remainder of such amount on the Series
2003-3 Letters of Credit.  (c)Final
Distribution Date.  The entire Class
A-1 Invested Amount and the entire Class A-2 Invested Amount shall be due and
payable on the Three-Year Notes Final Distribution Date, and the entire Class
A-3 Invested Amount shall be due and payable on the Class A-3 Final
Distribution Date.  In connection
therewith:  (i)Demand Note Draw.  If the amount to be deposited in the Series
2003-3 Distribution Account in accordance with Section 2.5(a) together with any
amounts to be deposited therein in accordance with Section 2.5(b) allocable to
the Class A-1 Notes or the Class A-2 Notes on the Three-Year Notes Final
Distribution Date or the Class A-3 Notes on the Class A-3 Final Distribution
Date, as the case may be, is less than the sum of the Class A-1 Invested Amount
and the Class A-2 Invested Amount or the Class A-3 Invested Amount, as the case
may be, and there are any Series 2003-3 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 2003-3 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 2003-3 Demand
Notes in an amount equal to the lesser of (i) such insufficiency and (ii)
the Series 2003-3 Letter of Credit Amount. 
The Trustee shall, prior to 12:00 noon (New York City time) on the
second Business Day preceding such Series 2003-3 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 such Demand Note Issuer.  The Trustee
shall cause the proceeds of any demand  30 
   on the Series 2003-3 Demand Notes to be deposited into
the Series 2003-3 Distribution Account.  (ii)Letter of Credit
Draw.  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 clause (i) of this Section 2.5(c), any Demand Note Issuer shall have
failed to pay to the Trustee or deposit into the Series 2003-3 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 any Demand
Note Issuer on the second Business Day preceding such Series 2003-3 Final
Distribution Date, then, in the case of (x) or (y) the Trustee shall draw on
the Series 2003-3 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 2003-3 Demand Notes (or, the amount
that the Trustee failed to demand for payment thereunder) and (b) the
Series 2003-3 Letter of Credit Amount on such Business Day by presenting to
each Series 2003-3 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 2003-3 Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Series 2003-3 Cash
Collateral Account and deposit in the Series 2003-3 Distribution Account an
amount equal to the lesser of (x) the Series 2003-3 Cash Collateral Percentage
on such Business Day of the amount that the Demand Note Issuers failed to pay
under the Series 2003-3 Demand Notes (or, the amount that the Trustee failed to
demand for payment thereunder) and (y) the Series 2003-3 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 2003-3 Demand Notes (or, the amount that the Trustee failed to demand
for payment thereunder) on the Series 2003-3 Letters of Credit.  The Trustee shall deposit, or cause the
deposit of, the proceeds of any draw on the Series 2003-3 Letters of Credit and
the proceeds of any withdrawal from the Series 2003-3 Cash Collateral Account
to be deposited in the Series 2003-3 Distribution Account.  (iii)Reserve Account
Withdrawal.  If, after giving effect
to the deposit into the Series 2003-3 Distribution Account of the amount to be
deposited in accordance with Section 2.5(a) and the amounts described in
clauses (i) and (ii) of this Section 2.5(c), the amount to be deposited in the
Series 2003-3 Distribution Account with respect to a Series 2003-3 Final
Distribution Date is or will be less than the Class A-1 Invested Amount, the
Class A-2 Invested Amount or the Class A-3 Invested Amount, as the case may be,
then, prior to 12:00 noon (New York City time) on the second Business Day prior
to such Series 2003-3 Final Distribution Date, the Administrator shall instruct
the Trustee in writing to withdraw from the Series 2003-3 Reserve Account, an
amount equal to the lesser  31 
   of the Series 2003-3 Available Reserve Account Amount
and such remaining insufficiency and deposit it in the Series 2003-3
Distribution Account on such Series 2003-3 Final Distribution Date.  (iv)Demand on Surety Bond.  If after giving effect to the deposit into
the Series 2003-3 Distribution Account of the amount to be deposited in
accordance with Section 2.5(a) and all other amounts described in clauses (i),
(ii) and (iii) of this Section 2.5(c), the amount to be deposited in the Series
2003-3 Distribution Account with respect to such Series 2003-3 Final
Distribution Date is or will be less than the Class A-1 Outstanding Principal
Amount, the Class A-2 Outstanding Principal Amount or the Class A-3 Outstanding
Principal Amount, as the case may be, then 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 and shall cause the proceeds thereof to be
deposited in the Series 2003-3 Distribution Account.  (d)Principal
Deficit Amount.  On each
Distribution Date, other than the Three-Year Notes Final Distribution Date and
the Class A-3 Final Distribution Date, on which the Principal Deficit Amount is
greater than zero, amounts shall be transferred to the Series 2003-3
Distribution Account as follows:  (i)Demand Note Draw.  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 and there are any
Series 2003-3 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 (with a copy to the Surety
Provider) to deliver a Demand Notice to the Demand Note Issuers demanding
payment of an amount equal to the lesser of (A) the Principal Deficit Amount
and (B) the Series 2003-3 Letter of Credit 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 such Demand Note
Issuer.  The Trustee shall cause the
proceeds of any demand on the Series 2003-3 Demand Note to be deposited into
the Series 2003-3 Distribution Account.  (ii)Letter of Credit
Draw.  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 into the Series 2003-3 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 any Demand Note Issuer on the second Business
Day preceding  32 
   such Distribution Date, then, in the case of (x) or
(y) the Trustee shall on such Business Day draw on the Series 2003-3 Letters of
Credit an amount equal to the lesser of (i) Series 2003-3 Letter of Credit
Amount and (ii) the aggregate amount that the Demand Note Issuers failed
to pay under the Series 2003-3 Demand Notes (or, the amount that the Trustee
failed to demand for payment thereunder) by presenting to each Series 2003-3
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 2003-3 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2003-3 Cash Collateral
Account and deposit inthe Series 2003-3 Distribution Account an
amount equal to the lesser of (x) the Series 2003-3 Cash Collateral Percentage
on such Business Day of the aggregate amount that the Demand Note Issuers
failed to pay under the Series 2003-3 Demand Notes (or, the amount that the
Trustee failed to demand for payment thereunder) and (y) the Series 2003-3
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 2003-3 Demand Notes (or, the amount that
the Trustee failed to demand for payment thereunder) on the Series 2003-3
Letters of Credit.  The Trustee shall
deposit into, or cause the deposit of, the proceeds of any draw on the Series
2003-3 Letters of Credit and the proceeds of any withdrawal from the Series
2003-3 Cash Collateral Account to be deposited in the Series 2003-3
Distribution Account.  (iii)Reserve
Account Withdrawal.  If the Series 2003-3 Letter of Credit Amount
will be less than the Principal Deficit Amount on any Distribution Date, then,
prior to 12:00 noon (New York City time) on the second Business Day prior to
such Distribution Date, the Administrator shall instruct the Trustee in writing
to withdraw from the Series 2003-3 Reserve Account, an amount equal to the
lesser of (x) the Series 2003-3 Available Reserve Account Amount and (y) the
amount by which the Principal Deficit Amount exceeds the amounts to be
deposited in the Series 2003-3 Distribution Account in accordance with clauses
(i) and (ii) of this Section 2.5(d) and deposit it in the Series 2003-3
Distribution Account on such Distribution Date.  (iv)Demand on Surety Bond. 
If the sum of the Series 2003-3 Letter of Credit Amount and the Series
2003-3 Available Reserve Account Amount will be less than the Principal Deficit
Amount on any Distribution Date, then 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 Insured Principal
Deficit Amount and shall cause the proceeds thereof to be deposited in the
Series 2003-3 Distribution Account.  (e)Distribution.  On each
Distribution Date occurring on or after the date a withdrawal is made from the
Series 2003-3 Collection Account pursuant to Section 2.5(a) or amounts are
deposited in the Series 2003-3 Distribution Account pursuant to Section 2.5(b),
(c) or (d) the Paying Agent shall, in accordance with Section 6.1 of the Base
Indenture, pay pro  rata to each Class A-1 Noteholder, Class A-2
Noteholder or Class A-3 Noteholder, as applicable, from the Series 2003-3
Distribution Account the amount deposited therein pursuant to Section 2.5(a),
(b), (c) or (d), to the extent necessary to pay the Class A-1 Controlled
Amortization Amount and the Class A-2 Controlled Amortization Amount or the
Class A-3 Controlled  33 
   Amortization Amount during the Three-Year Notes
Controlled Amortization Period or the Class A-3 Controlled Amortization Period,
as the case may be, or to the extent necessary to pay the Class A-1 Invested
Amount, the Class A-2 Invested Amount and the Class A-3 Invested Amount during
the Series 2003-3 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-2003-3
Reserve Account.  (a)  Establishment of Series 2003-3 Reserve Account.  AFC-II shall establish and maintain in the
name of the Series 2003-3 Agent for the benefit of the Series 2003-3
Noteholders and the Surety Provider, or cause to be established and maintained,
an account (the Series 2003-3 Reserve Account), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2003-3 Noteholders and the Surety Provider.  The Series 2003-3 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 2003-3 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 Standard & Poors or Baa2 by
Moodys, then AFC-II shall, within 30 days of such reduction, establish a new
Series 2003-3 Reserve Account with a new Qualified Institution.  If the Series 2003-3 Reserve Account is not
maintained in accordance with the previous sentence, AFC-II shall establish a
new Series 2003-3 Reserve Account, within ten (10) Business Days after
obtaining knowledge of such fact, which complies with such sentence, and shall
instruct the Series 2003-3 Agent in writing to transfer all cash and
investments from the non-qualifying Series 2003-3 Reserve Account into the new
Series 2003-3 Reserve Account. 
Initially, the Series 2003-3 Reserve Account will be established with
The Bank of New York.  (b)Administration
of the Series 2003-3 Reserve Account. 
The Administrator may instruct the institution maintaining the Series
2003-3 Reserve Account to invest funds on deposit in the Series 2003-3 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 2003-3 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 2003-3 Reserve Account and
any such Permitted Investments that constitute (i) physical property (and
that is not either a United States security entitlement or a security  34 
   entitlement) shall be physically delivered to the Trustee;
(ii) United States security entitlements or security entitlements shall be
controlled (as defined in Section 8-106 of the New York UCC) 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.  (c)Earnings from Series 2003-3 Reserve Account. 
All interest and earnings (net of losses and investment expenses) paid
on funds on deposit in the Series 2003-3 Reserve Account shall be deemed to be
on deposit therein and available for distribution.  (d)Series 2003-3 Reserve Account Constitutes Additional
Collateral for Series 2003-3 Notes.  In order to
secure and provide for the repayment and payment of the AFC-II Obligations with
respect to the Series 2003-3 Notes, AFC-II hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Series 2003-3
Agent, for the benefit of the Series 2003-3 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 2003-3 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 2003-3 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 2003-3 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 2003-3 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 2003-3 Reserve Account Collateral).  The Series 2003-3 Agent shall possess all
right, title and interest in and to all funds on deposit from time to time in
the Series 2003-3 Reserve Account and in all proceeds thereof, and shall be the
only person authorized to originate entitlement orders in respect of the Series
2003-3 Reserve Account.  The Series
2003-3 Reserve Account Collateral shall be under the sole dominion and control
of the Series 2003-3 Agent for the benefit of the Series 2003-3 Noteholders and
the Surety Provider.  The Series 2003-3
Agent hereby agrees (i) to act as the securities intermediary (as defined in
Section 8-102(a)(14) of the New York UCC) with respect to the Series 2003-3
Reserve Account; (ii) that each item of property (whether investment property,
financial asset, security, instrument or cash) credited to the Series 2003-3
Reserve Account shall be treated as a financial asset (as defined in Section
8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement
order (as defined in Section 8-102(a)(8) of the New York UCC) issued by
the Trustee.  (e)Series 2003-3 Reserve Account Surplus. 
In the event that the Series 2003-3 Reserve Account Surplus on any
Distribution Date, after giving effect to all withdrawals from the Series
2003-3 Reserve Account, is greater than zero, if no Series 2003-3 Enhancement
Deficiency or AESOP I Operating Lease Vehicle Deficiency would result therefrom
or exist thereafter, 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, shall withdraw from the Series 2003-3  35 
   Reserve Account an amount equal to the Series 2003-3
Reserve Account Surplus and shall pay such amount to AFC-II.  (f)Termination of Series 2003-3 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 2003-3 Noteholders and to the Surety Provider and payable from the
Series 2003-3 Reserve Account as provided herein, shall withdraw from the
Series 2003-3 Reserve Account all amounts on deposit therein for payment to
AFC-II.  Section 2.8  Series
2003-3 Letters of Credit and Series 2003-3 Cash Collateral Account.  (a)Series
2003-3 Letters of Credit and Series 2003-3 Cash Collateral Account Constitute
Additional Collateral for Series 2003-3 Notes. 
In order to secure and provide for the repayment and payment of the
AFC-II Obligations with respect to the Series 2003-3 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 2003-3 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
2003-3 Letter of Credit; (ii) the Series 2003-3 Cash Collateral Account,
including any security entitlement thereto; (iii) all funds on deposit in
the Series 2003-3 Cash Collateral Account from time to time; (iv) all
certificates and instruments, if any, representing or evidencing any or all of
the Series 2003-3 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 2003-3 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 2003-3 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 2003-3 Cash
Collateral Account Collateral). 
The Trustee shall, for the benefit of the Series 2003-3 Noteholders and
the Surety Provider, possess all right, title and interest in all funds on
deposit from time to time in the Series 2003-3 Cash Collateral Account and inall
proceeds thereof, and shall be the only person authorized to originate
entitlement orders inrespect of the Series 2003-3 Cash
Collateral Account.  The Series 2003-3
Cash Collateral Account shall be under the sole dominion and control of the
Trustee for the benefit of the Series 2003-3 Noteholders and the Surety
Provider.  The Series 2003-3 Agent
hereby agrees (i) to act as the securities intermediary (as defined in Section
8-102(a)(14) of the New York UCC) with respect to the Series 2003-3 Cash
Collateral Account; (ii) that each item of property (whether investment
property, financial asset, security, instrument or cash) credited to the Series
2003-3 Cash Collateral Account shall be treated as a financial asset (as
defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply
with any entitlement order (as defined in Section 8-102(a)(8) of the New York
UCC) issued by the Trustee.  (b)Series
2003-3 Letter of Credit Expiration Date. 
If prior to the date which is ten (10) days prior to the then scheduled
Series 2003-3 Letter of Credit Expiration Date with respect to any Series
2003-3 Letter of Credit, excluding the amount available to be drawn under such
Series 2003-3 Letter of Credit but taking into account each substitute Series
2003-3 Letter  36 
   of Credit which has been obtained from a Series 2003-3 Eligible Letter
of Credit Provider and is in full force and effect on such date, the Series
2003-3 Enhancement Amount would be equal to or more than the Series 2003-3
Required Enhancement Amount and the Series 2003-3 Liquidity Amount would be
equal to or greater than the Series 2003-3 Required Liquidity Amount, then the
Administrator shall notify the Trustee and the Surety Provider (with the Surety
Provider to be provided supporting calculations in reasonable detail) in
writing no later than two Business Days prior to such Series 2003-3 Letter of
Credit Expiration Date of such determination. 
If prior to the date which is ten (10) days prior to the then scheduled
Series 2003-3 Letter of Credit Expiration Date with respect to any Series
2003-3 Letter of Credit, excluding the amount available to be drawn under such
Series 2003-3 Letter of Credit but taking into account a substitute Series
2003-3 Letter of Credit which has been obtained from a Series 2003-3 Eligible
Letter of Credit Provider and is in full force and effect on such date, the
Series 2003-3 Enhancement Amount would be less than the Series 2003-3 Required
Enhancement Amount or the Series 2003-3 Liquidity Amount would be less than the
Series 2003-3 Required Liquidity Amount, then the Administrator shall notify the
Trustee and the Surety Provider (with the Surety Provider to be provided
supporting calculations in reasonable detail) in writing no later than two
Business Days prior to such Series 2003-3 Letter of Credit Expiration Date of
(x) the greater of (A) the excess, if any, of the Series 2003-3 Required
Enhancement Amount over the Series 2003-3 Enhancement Amount, excluding the
available amount under such expiring Series 2003-3 Letter of Credit but taking
into account any substitute Series 2003-3 Letter of Credit which has been
obtained from a Series 2003-3 Eligible Letter of Credit Provider and is in full
force and effect, on such date, and (B) the excess, if any, of the Series
2003-3 Required Liquidity Amount over the Series 2003-3 Liquidity Amount,
excluding the available amount under such expiring Series 2003-3 Letter of
Credit but taking into account any substitute Series 2003-3 Letter of Credit
which has been obtained from a Series 2003-3 Eligible Letter of Credit Provider
and is in full force and effect, on such date, and (y) the amount available to
be drawn on such expiring Series 2003-3 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 expiring
Series 2003-3 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 2003-3 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 prior to each Series 2003-3 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 2003-3 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
2003-3 Cash Collateral Account.  (c)Series
2003-3 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 2003-3 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 2003-3 Letter of  37 
   Credit Provider has fallen below A-1 as determined by Standard &
Poors or 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 2003-3 Required
Enhancement Amount over the Series 2003-3 Enhancement Amount, excluding the
available amount under the Series 2003-3 Letter of Credit issued by such Series
2003-3 Letter of Credit Provider, on such date, and (B) the excess, if any, of
the Series 2003-3 Required Liquidity Amount over the Series 2003-3 Liquidity
Amount, excluding the available amount under such Series 2003-3 Letter of
Credit, on such date, and (ii) the amount available to be drawn on such
Series 2003-3 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 2003-3 Letter of
Credit in an amount equal to the lesser of the amounts in clause (i) and 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 2003-3 Cash
Collateral Account.  (d)Termination
Date Demands on the Series 2003-3 Letters of Credit.  Prior to 10:00 a.m. (New York City time) on
the Business Day immediately succeeding the Series 2003-3 Letter of Credit
Termination Date, the Administrator shall determine the Series 2003-3 Demand
Note Payment Amount, if any, as of the Series 2003-3 Letter of Credit
Termination Date and, if the Series 2003-3 Demand Note Payment Amount is
greater than zero, instruct the Trustee in writing to draw on the Series 2003-3
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 2003-3
Demand Note Payment Amount and (ii) the Series 2003-3 Letter of Credit
Liquidity Amount on the Series 2003-3 Letters of Credit by presenting to each
Series 2003-3 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 2003-3 Cash
Collateral Account; provided, however, that if the Series 2003-3
Cash Collateral Account has been established and funded, the Trustee shall draw
an amount equal to the product of (a) 100% minus the Series 2003-3 Cash
Collateral Percentage and (b) the lesser of the amounts referred to in clause
(i) and (ii) on such Business Day on the Series 2003-3 Letters of Credit as
calculated by the Administrator and provided in writing to the Trustee and the
Surety Provider.  (e)Draws
on the Series 2003-3 Letters of Credit. 
If there is more than one Series 2003-3 Letter of Credit on the date of
any draw on the Series 2003-3 Letters of Credit pursuant to the terms of this
Supplement, the Administrator shall instruct the Trustee, in writing, to draw
on each Series 2003-3 Letter of Credit in an amount equal to the Pro Rata Share
of the Series 2003-3 Letter of Credit Provider issuing such Series 2003-3
Letter of Credit of the amount of such draw on the Series 2003-3 Letters of
Credit.  (f)Establishment
of Series 2003-3 Cash Collateral Account. 
On or prior to the date of any drawing under a Series 2003-3 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
2003-3 Noteholders and the Surety Provider, or cause to be established and
maintained, an  38 
   account (the Series 2003-3 Cash Collateral Account), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2003-3 Noteholders and the Surety Provider.  The Series 2003-3 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 2003-3 Cash Collateral Account; provided,
however, 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
Standard & Poors or Baa3 by Moodys, then AFC-II shall, within 30 days
of such reduction, establish a new Series 2003-3 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 2003-3
Cash Collateral Account.  If a new
Series 2003-3 Cash Collateral Account is established, AFC-II shall instruct the
Trustee in writing to transfer all cash and investments from the non-qualifying
Series 2003-3 Cash Collateral Account into the new Series 2003-3 Cash
Collateral Account.  (g)Administration
of the Series 2003-3 Cash Collateral Account.  AFC-II may instruct (by standing instructions or otherwise) the
institution maintaining the Series 2003-3 Cash Collateral Account to invest
funds on deposit in the Series 2003-3 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 2003-3 Cash Collateral Account is
held with the Paying Agent, inwhich 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 2003-3
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
shall be controlled (as defined in Section 8-106 of the New York UCC) 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 2003-3
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 ina loss of principal of such Permitted Investment.  In the absence of written investment
instructions hereunder, funds on deposit in the Series 2003-3 Cash Collateral
Account shall remain uninvested.  (h)Earnings
from Series 2003-3 Cash Collateral Account.  All interest and earnings (net of losses and investment expenses)
paid on funds on deposit in the Series 2003-3 Cash Collateral Account shall be
deemed to be on deposit therein and available for distribution.  (i)Series
2003-3 Cash Collateral Account Surplus. 
In the event that the Series 2003-3 Cash Collateral Account Surplus on
any Distribution Date (or, after the Series 2003-3 Letter of Credit Termination
Date, on any date) is greater than zero, the Trustee, acting in  39 
   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 2003-3 Cash Collateral Account an amount equal
to the Series 2003-3 Cash Collateral Account Surplus and shall pay such amount:  first, to the Series 2003-3 Letter of
Credit Providers to the extent of any unreimbursed drawings under the related
Series 2003-3 Reimbursement Agreement, for application in accordance with the
provisions of the related Series 2003-3 Reimbursement Agreement, and, second,
to AFC-II any remaining amount.  (j)Post-Series
2003-3 Letter of Credit Termination Date Withdrawals from the Series 2003-3
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 2003-3 Cash
Collateral Account and pay to the Surety Provider an amount equal to the lesser
of (i) the Series 2003-3 Available Cash Collateral Account Amount on such
date and (ii) such Preference Amount. 
Prior to any withdrawal from the Series 2003-3 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 2003-3 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
2003-3 Noteholders and to the Surety Provider and payable from the Series
2003-3 Cash Collateral Account as provided herein, shall withdraw from the
Series 2003-3 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
2003-3 Letter of Credit Providers to the extent of any unreimbursed drawings
under the related Series 2003-3 Reimbursement Agreement, for application in
accordance with the provisions of the related Series 2003-3 Reimbursement
Agreement, and, second, to AFC-II any remaining amount.  Section 2.9  Series
2003-3 Distribution Account  
(a)   Establishment of Series
2003-3 Distribution Account.  The
Trustee shall establish and maintain in the name of the Series 2003-3 Agent for
the benefit of the Series 2003-3 Noteholders and the Surety Provider, or cause to
be established and maintained, an account (the Series 2003-3 Distribution
Account), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2003-3 Noteholders and
the Surety Provider.  The Series 2003-3
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 2003-3 Distribution
Account; provided, however, 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 Standard & Poors or Baa3 by Moodys, then
AFC-II shall, within 30 days of such reduction, establish a new Series 2003-3
Distribution Account with a new Qualified Institution.  If the Series 2003-3 Distribution Account is
not maintained in accordance with the previous sentence, AFC-II shall establish
a new Series 2003-3 Distribution Account, within ten (10) Business Days after
obtaining knowledge of such fact, which complies with such sentence, and shall
instruct the Series 2003-3 Agent in writing to  40 
   transfer all cash and investments from the non-qualifying
Series 2003-3 Distribution Account into the new Series 2003-3 Distribution
Account.  Initially, the Series 2003-3
Distribution Account will be established with The Bank of New York.  (b)Administration of the Series 2003-3 Distribution
Account.  The Administrator may instruct the
institution maintaining the Series 2003-3 Distribution Account to invest funds
on deposit in the Series 2003-3 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 2003-3 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 2003-3 Distribution 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 shall be controlled (as defined in
Section 8-106 of the New York UCC) 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.  (c)Earnings from Series 2003-3 Distribution Account. 
All interest and earnings (net of losses and investment expenses) paid
on funds on deposit in the Series 2003-3 Distribution Account shall be deemed
to be on deposit and available for distribution.  (d)Series 2003-3 Distribution Account Constitutes
Additional Collateral for Series 2003-3 Notes.  In order to
secure and provide for the repayment and payment of the AFC-II Obligations with
respect to the Series 2003-3 Notes, AFC-II hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Series 2003-3
Agent, for the benefit of the Series 2003-3 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 2003-3 Distribution 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 2003-3 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 2003-3 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 2003-3
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
2003-3 Distribution Account Collateral). 
The Series 2003-3 Agent shall possess all right, title and interest in
all funds on deposit from time to time in the Series 2003-3 Distribution
Account and in and to all proceeds thereof, and shall be the only person
authorized to originate entitlement orders in respect of the Series 2003-3
Distribution Account.  The Series 2003-3
Distribution Account Collateral shall be under the sole dominion and control of
the Series 2003-3 Agent for the benefit of the Series 2003-3 Noteholders and
the Surety Provider.  The Series 2003-3
Agent hereby agrees (i) to act as the securities intermediary  41 
   (as defined in Section 8-102(a)(14) of the
New York UCC) with respect to the Series 2003-3 Distribution Account;
(ii) that each item of property (whether investment property, financial
asset, security, instrument or cash) credited to the Series 2003-3 Distribution
Account shall be treated as a financial asset (as defined in Section
8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement
order (as defined in Section 8-102(a)(8) of the New York UCC) issued by
the Trustee.  Section 2.10  Series
2003-3 Interest Rate Swap.  (a)  On the Series 2003-3 Closing Date, AFC-II
shall acquire one or more interest rate swaps acceptable to the Surety Provider
(each a Series 2003-3 Interest Rate Swap) from a Qualified Interest
Rate Swap Counterparty.  The aggregate
initial notional amount of all Series 2003-3 Interest Rate Swaps shall equal
the Class A-2 Initial Invested Amount and the aggregate notional amount of all
Series 2003-3 Interest Rate Swaps shall be reduced pursuant to the related
Series 2003-3 Interest Rate Swaps but shall not at any time be less than
the Class A-2 Invested Amount.  The
fixed rate of each Series 2003-3 Interest Rate Swap shall not be greater than
2.4225%.  (b)Replacement
of Series 2003-3 Interest Rate Swap. 
If, at any time, an Interest Rate Swap Counterparty is not a Qualified
Interest Rate Swap Counterparty, then AFC-II will cause the Interest Rate Swap
Counterparty within 30 days following such occurrence, at the Interest Rate
Swap Counterpartys expense, to do either of the following (i) obtain a
replacement interest rate swap on the same terms as the Series 2003-3 Interest
Rate Swap from a Qualified Interest Rate Swap Counterparty and simultaneously
with such replacement, AFC-II shall terminate the Series 2003-3 Interest Rate
Swap being replaced or (ii) enter into any arrangement satisfactory to Standard
& Poors, Moodys and the Surety Provider, which is sufficient to maintain
or restore the immediately prior Shadow Rating; provided, however,
that no termination of the Series 2003-3 Interest Rate Swap shall occur until
AFC-II has entered into a replacement Series 2003-3 Interest Rate Swap.  Each Series 2003-3 Interest Rate Swap must provide
that if the Interest Rate Swap Counterparty is required to take any of the
actions described in clauses (i) or (ii) of the preceding sentence and such
action is not taken within 30 days, then the Interest Rate Swap Counterparty
must, until a replacement Series 2003-3 Interest Rate Swap is executed and in
effect, collateralize its obligations under such Series 2003-3 Interest Rate
Swap in an amount equal to the greatest of (i) the marked to market value of such
Series 2003-3 Interest Rate Swap, (ii) the next payment due from the Interest
Rate Swap Counterparty and (iii) 1% of the notional amount of such Series
2003-3 Interest Rate Swap.  (c)To
secure payment of all AFC-II Obligations with respect to the Series 2003-3
Notes, AFC-II grants a security interest in, and assigns, pledges, grants,
transfers and sets over to the Series 2003-3 Agent, for the benefit of the
Series 2003-3 Noteholders and the Surety Provider, all of AFC-IIs right, title
and interest in the Series 2003-3 Interest Rate Swaps and all proceeds thereof
(the Series 2003-3 Interest Rate Swap Collateral).  AFC-II shall require all Series 2003-3
Interest Rate Swap Proceeds to be paid to, and the Trustee shall allocate all
Series 2003-3 Interest Rate Swap Proceeds to, the Series 2003-3 Accrued
Interest Account of the Series 2003-3 Collection Account.  42 
   Section 2.11  Series
2003-3 Accounts Permitted Investments. 
AFC-II shall not, and shall not permit, funds on deposit in the Series
2003-3 Accounts to be invested in:  (i)Permitted Investments that do not mature at least one
Business Day before the next Distribution Date;  (ii)demand deposits, time deposits or certificates of
deposit with a maturity in excess of 360 days;  (iii)commercial paper which is not rated P-1 by Moodys;  (iv)money market funds or eurodollar time deposits which
are not rated at least AAA by Standard & Poors;  (v)eurodollar deposits that are not rated P-1 by Moodys
or that are with financial institutions not organized under the laws of a G-7
nation; or  (vi)any investment, instrument or security not otherwise
listed in clause (i) through (vi) of the definition of Permitted Investments
in the Base Indenture that is not approved in writing by the Surety Provider.  Section 2.12  Series
2003-3 Demand Notes Constitute Additional Collateral for Series 2003-3 Notes.  In
order to secure and provide for the repayment and payment of the AFC-II
Obligations with respect to the Series 2003-3 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 2003-3 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 2003-3
Demand Notes; (ii) all certificates and instruments, if any, representing
or evidencing the Series 2003-3 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 2003-3 Noteholders and the Surety
Provider, each Series 2003-3 Demand Note, endorsed in blank.  The Trustee, for the benefit of the Series
2003-3 Noteholders and the Surety Provider, shall be the only Person authorized
to make a demand for payments on the Series 2003-3 Demand Notes.  ARTICLE III  AMORTIZATION
EVENTS  In
addition to the Amortization Events set forth in Section 9.1 of the Base
Indenture, any of the following shall be an Amortization Event with respect to
the Series 2003-3 Notes and collectively shall constitute the Amortization
Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series
2003-3 Notes (without notice or other action on the part of the Trustee or any
holders of the Series 2003-3 Notes):  43 
   (a)a Series 2003-3 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 2003-3 Enhancement Deficiency shall
have been cured in accordance with the terms and conditions of the Indenture
and the Related Documents;  (b)the Series 2003-3 Liquidity Amount shall be less than
the Series 2003-3 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 Collection Account, the Series 2003-3 Collection
Account, the Series 2003-3 Excess Collection Account or the Series 2003-3
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 of and interest on the Class A-1 Notes
and the Class A-2 Notes is not paid in full on or before the Three-Year Notes
Expected Final Distribution Date or all principal of and interest on the Class
A-3 Notes is not paid in full on or before the Class A-3 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 2003-3
Letter of Credit shall not be in full force and effect for at least two (2)
Business Days and (x) either a Series 2003-3 Enhancement Deficiency would
result from excluding such Series 2003-3 Letter of Credit from the Series 2003-3
Enhancement Amount or (y) the Series 2003-3 Liquidity Amount, excluding
therefrom the available amount under such Series 2003-3 Letter of Credit, would
be less than the Series 2003-3 Required Liquidity Amount;  (i)from and after the
funding of the Series 2003-3 Cash Collateral Account, the Series 2003-3 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 2003-3 Enhancement Deficiency
would result from excluding the Series 2003-3 Available Cash Collateral Account
Amount from the Series 2003-3 Enhancement Amount or (y) the Series 2003-3
Liquidity Amount, excluding therefrom the Series 2003-3 Available Cash
Collateral Amount, would be less than the Series 2003-3 Required Liquidity
Amount; and  (j)an Event of Bankruptcy
shall have occurred with respect to any Series 2003-3 Letter of Credit Provider
or any Series 2003-3 Letter of Credit Provider repudiates  44 
   its Series 2003-3 Letter of Credit or refuses to honor
a proper draw thereon and either (x) a Series 2003-3 Enhancement Deficiency
would result from excluding such Series 2003-3 Letter of Credit from the Series
2003-3 Enhancement Amount or (y) the Series 2003-3 Liquidity Amount, excluding
therefrom the available amount under such Series 2003-3 Letter of Credit, would
be less than the Series 2003-3 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 2003-3 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 2003-3 Maximum Amount, (such
notice, a Waiver Request), each Series 2003-3 Noteholder may, at its
option, waive the Series 2003-3 Maximum Non-Program Vehicle Amount or any other
Series 2003-3 Maximum Amount (collectively, a Waivable 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 2003-3 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 2003-3
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 2003-3 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 2003-3
Noteholders may, on or before the Consent Period Expiration Date, consent to
waiver of the applicable Waivable Amount. 
If the Trustee receives the consent of the Surety Provider and Consents
from the Requisite Noteholders agreeing to waiver of the applicable Waivable
Amount within forty-five (45) days after the Trustee notifies the Series 2003-3
Noteholders of a Waiver Request (the day on which such forty-five (45) day
period expires, the Consent Period Expiration Date), (i) the
applicable Waivable Amount shall be deemed waived by the consenting Series
2003-3 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 2003-3 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.  45 
   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:  (i)to the non-consenting Series 2003-3 Noteholders, if
any, pro  rata up to the amount required to pay all Series 2003-3
Notes held by such non-consenting Series 2003-3 Noteholders in full; and  (ii)any remaining Designated Amounts to the Series 2003-3
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 2003-3
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 2003-3 Collection Account and deposit the same in the Series 2003-3
Distribution Account for distribution as follows:  (a)to the non-consenting Series 2003-3 Noteholders, if
any, pro  rata an amount equal to the Designated Amounts in the
Series 2003-3 Collection Account as of the applicable Determination Date up to
the aggregate outstanding principal balance of the Series 2003-3 Notes held by
the non-consenting Series 2003-3 Noteholders; and  (b)any remaining Designated Amounts to the Series 2003-3
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 2003-3 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 2003-3 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 2003-3
Noteholders.  ARTICLE V  FORM OF
SERIES 2003-3 NOTES  Section 5.1  Restricted
Global Series 2003-3 Notes.  The
Series 2003-3 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, a Restricted Global Class A-2 Note or a Restricted
Global Class A-3 Note, as the case may be), substantially in the forms set
forth in Exhibit A-1-1, A-2-1 and A-3-1 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  46 
   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 2003-3 Notes represented thereby, with the Trustee as custodian for DTC,
and registered in the name of 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 2003-3 Notes; Permanent Global Series 2003-3 Notes.  The Series 2003-3 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, a Temporary Global Class
A-2 Note or a Temporary Global Class A-3 Note, as the case may be),
substantially in the forms set forth in Exhibits A-1-2, A-2-2 and A-3-2
hereto, which shall be deposited on behalf of the purchasers of the Series
2003-3 Notes represented thereby with a custodian for, and registered in the
name of a nominee of DTC, for the account of Euroclear Bank S.A./N.V., as
operator of the Euroclear System (Euroclear) or for Clearstream
Banking, société anonyme (Clearstream), 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, a Temporary Global Class A-2 Note or a Temporary Global
Class A-3 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, a Permanent Global Class
A-2 Note or a Permanent Global Class A-3 Note, as the case may
be), substantially in the form of Exhibits A-1-3, A-2-3 and A-3-3
hereto, in accordance with the provisions of such Temporary Global Class A-1
Note, Temporary Global Class A-2 Note or Temporary Global Class A-3 Note and
the Base Indenture (as modified by this Supplement).  Interests in a Permanent Global Class A-1 Note, a Permanent
Global Class A-2 Note or a Permanent Global Class A-3 Note will be exchangeable
for definitive Class A-1 Notes, definitive Class A-2 Notes or definitive Class
A-3 Notes, as the case may be, in accordance with the provisions of such
Permanent Global Class A-1 Note, Permanent Global Class A-2 Note or Permanent
Global Class A-3 Note and the Base Indenture (as modified by this Supplement).  ARTICLE VI  GENERAL  Section 6.1  Optional
Repurchase.  Each Class of the
Series 2003-3 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, the Class A-2 Invested Amount or the Class
A-3 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, the Class A-2 Initial
Invested Amount or the Class A-3 Initial Invested Amount, as the case may be
(the Series 2003-3 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 2003-3 Note is repurchased by AFC-II
pursuant to this Section 6.1, AFC-II shall have paid the Surety Provider all
Surety Provider Fees  47 
   and all other Surety Provider Reimbursement Amounts due and unpaid as
of such Distribution Date.  The
repurchase price for any Series 2003-3 Note shall equal the aggregate
outstanding principal balance of such Series 2003-3 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
2003-3 Noteholders, or their designated agent, and the Surety Provider copies
of all information furnished to the Trustee or AFC-II pursuant to the Related
Documents, as such information relates to the Series 2003-3 Notes or the Series
2003-3 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 2003-3 Notes that have been made and
subsequently recovered from Series 2003-3 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 NoteExhibit A-1-2:
  
  Form of Temporary Global Class A-1 NoteExhibit A-1-3:
  
  Form of Permanent Global Class-1 NoteExhibit A-2-1
  
  Form of Restricted Global Class A-2 NoteExhibit A-2-2
  
  Form of Temporary Global Class A-2 NoteExhibit A-2-3
  
  Form of Permanent Global Class A-2 NoteExhibit A-3-1
  
  Form of Restricted Global Class A-3 NoteExhibit A-3-2
  
  Form of Temporary Global Class A-3 NoteExhibit A-3-3
  
  Form of Permanent Global Class A-3 NoteExhibit B:
  
  Form of ConsentExhibit C:
  
  Form of Series 2003-3 Demand NoteExhibit D:
  
  Form of Letter of CreditExhibit E:
  
  Form of Lease Payment Deficit NoticeExhibit 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, and the
obligations, rights and remedies of the parties hereto shall be determined in
accordance with such law.  48 
   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 the Series 2003-3 Noteholders representing more
than 50% of the aggregate outstanding principal amount of the Series 2003-3
Notes affected thereby; provided, further, that if that 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 or Class A-3 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 the
Class A-1 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 Class
A-3 Notes), (ii) affects only the Class A-2 Notes (and does not affect in
material respect the Class A-1 Notes or Class A-3 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 the 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 or Class A-3 Notes) or (iii)
affects only the Class A-3 Notes (and does not affect in any material respect
the Class A-1 Notes or 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 the Class A-3 Noteholders representing more
than 50% of the aggregate outstanding principal amount of the Class A-3 Notes
(without the necessity of obtaining the consent of the Required Noteholders in
respect of the Class A-1 Notes or Class A-2 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 2003-3 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 Ambac
Assurance Corporation, One State Street Plaza, New York, New York 10004,
Attention: General Counsel, telephone: (212) 668-0430.  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 2003-3 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  49 
   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 2003-3 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 2003-3 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
2003-3 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 2003-3 Notes for all
purposes under the Indenture and the Related Documents.  Moreover, wherever in 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 2003-3 Notes
for such purposes.  Section 6.12  Capitalization
of AFC-II.  AFC-II agrees that on
the Series 2003-3 Closing Date it will have capitalization in an amount equal
to or greater than 3% of the sum of (x) the Series 2003-3 Invested Amount and
(y) the invested amount of the Series 1998-1 Notes, Series 2000-1 Notes, Series
2000-2 Notes, Series 2000-3 Notes, the Series 2000-4 Notes, the Series 2001-1
Notes, the Series 2001-2 Notes, the Series 2002-1 Notes, the Series 2002-2
Notes, the Series 2002-3 Notes, the Series 2002-4 Notes, the Series 2003-1
Notes and the Series 2003-2 Notes.  Section 6.13  Series
2003-3 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 2003-3 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 2003-3 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 2003-3 Notes (except those
set forth in clauses (f)  50 
   and (g) of Article III) or a Series 2003-3 Limited Liquidation
Event of Default 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 2003-3 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 2003-3 Limited Liquidation Event of Default.  Section 6.16  Effect
of Payments by the Surety Provider. 
Anything herein to the contrary notwithstanding, any distribution of
principal of or interest on the Series 2003-3 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 2003-3 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 2003-3 Notes to the Trustee for the benefit of the
Series 2003-3 Noteholders or to the Series 2003-3 Noteholders
(including any Preference Amounts as defined in the Surety Bond), the Surety
Provider will be fully subrogated to the rights of such Series 2003-3
Noteholders to receive such principal and interest and will be deemed to the
extent of the payments so made to be a Series 2003-3 Noteholder and
(ii) the Surety Provider shall be paid principal and interest in its capacity
as a Series 2003-3 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 2003-3 Noteholders have received all
payments of principal and interest due to them hereunder on the related
Distribution Date.  Section 6.17  Series
2003-3 Demand Notes.  Other than
pursuant to a demand thereon pursuant to Section 2.5, AFC-II shall not
reduce the amount of the Series 2003-3 Demand Notes or forgive amounts payable
thereunder so that the outstanding principal amount of the Series 2003-3 Demand
Notes after such reduction or forgiveness is less than the Series 2003-3 Letter
of Credit Liquidity Amount.  AFC-II
shall not agree to any amendment of the Series 2003-3 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 2003-3 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 2003-3 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 2003-3 Notes
theretofore authenticated and issued have been delivered (other than destroyed,
lost, or stolen Series 2003-3 Notes which have been replaced or paid) to the
Trustee for cancellation, AFC-II has paid all sums payable hereunder, the  51 
   Surety Provider has been paid all Surety Provider Fees and all other
Surety Provider Reimbursement Amounts due under the Insurance Agreement, the Series
2003-3 Interest Rate Swap has been terminated and there are no amounts due and
owing thereunder and, if the Series 2003-3 Demand Note Payment Amount on the
Series 2003-3 Letter of Credit Termination Date was greater than zero, all
amounts have been withdrawn from the Series 2003-3 Cash Collateral Account in
accordance with Section 2.8(i).  52 
   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/ Lori GebronTitle:
  Vice PresidentTHE BANK OF NEW
  YORK (as successor in
  interest to the corporate trust administration of
  Harris Trust and Savings Bank), as TrusteeBy:
  
  /s/ Eric A. LindahlTitle:
  AgentTHE BANK OF NEW
  YORK, as Series 2003-3 AgentBy:
  
  /s/ Eric A. LindahlTitle:
  Agent