0001047469-04-009005 Sample Contracts

SERIES 2003-5 SUPPLEMENT dated as of October 9, 2003 to AMENDED AND RESTATED BASE INDENTURE dated as of July 30, 1997
Avis Group Holdings Inc • March 23rd, 2004 • Services-auto rental & leasing (no drivers) • New York

SERIES 2003-5 SUPPLEMENT, dated as of October 9, 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 2003-5 Noteholders and the Surety Provider (the “Series 2003-5 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”).

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SERIES 2003-3 SUPPLEMENT dated as of May 6, 2003 to AMENDED AND RESTATED BASE INDENTURE dated as of July 30, 1997
Avis Group Holdings Inc • March 23rd, 2004 • Services-auto rental & leasing (no drivers) • New York

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”).

SERIES 2003-4 SUPPLEMENT dated as of June 19, 2003 to AMENDED AND RESTATED BASE INDENTURE dated as of July 30, 1997
Avis Group Holdings Inc • March 23rd, 2004 • Services-auto rental & leasing (no drivers) • New York

SERIES 2003-4 SUPPLEMENT, dated as of June 19, 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 2003-4 Noteholders, each Series 2003-4 Interest Rate Swap Counterparty and the Surety Provider (the “Series 2003-4 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”).

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