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                                                                    Exhibit 4.59


                     IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF DELAWARE
                                         )
In re:                                   )   Chapter 11
                                         )
ANC RENTAL CORPORATION, et al.,          )   Case No. 01--11200 (MFW)
                                         )   (Jointly Administered)
                         Debtors.        )
                                         )

         ORDER PURSUANT TO SECTIONS 105, 363, 364 AND 365 OF
         THE BANKRUPTCY CODE AND BANKRUPTCY RULES 4001, 6004
         AND 9019 APPROVING SETTLEMENT OF DISPUTES BETWEEN
         THE DEBTORS AND LIBERTY MUTUAL INSURANCE COMPANY
         AND PROVIDING, INTER ALIA, FOR THE DEBTORS TO
         OBTAIN POST-PETITION SURETY BONDING AND RELATED
         RELIEF

         Upon the motion (the "Motion") of the above-captioned debtors and
debtors-in-possession (collectively the "Debtors")(1) for the entry of an order
pursuant to sections 105, 363, 364 and 365 of title 11 of the United States Code
(the "Bankruptcy Code") and Bankruptcy Rule 9019 approving a settlement of
disputes between the Debtors and Liberty Mutual Insurance Company ("Liberty"),
set forth in the term sheet attached hereto (the "Term Sheet"), which

---------------
(1) The Debtors are the following entities: ANC Rental Corporation, Alamo
International Sales, Inc., Alamo Rent-A-Car (Canada), Inc., Alamo Rent-A-Car
Management, LP, Alamo Rent-A-Car, LLC, ANC Aviation, Inc., ANC Collector
Corporation, ANC Financial Corporation, ANC Financial GP Corporation, ANC
Financial Properties LLC, ANC Financial, LP, ANC-GP, Inc., ANC Information
Technology, Inc., ANC Information Technology Holding, Inc., ANC Information
Technology, L.P., ANC IT Collector Corporation, ANC Management Services
Corporation, ANC Management Services, LP, ANC Payroll Administration, LLC,
ANC-TM Management LP, ARC-GP, Inc., ARC-TM Properties LLC, ARG Reservation
Services, LLC, ARI Fleet Services, Inc., Auto Rental Inc., Car Rental Claims,
Inc., Claims Management Center, Inc., Guy Salmon USA, Inc., Liability
Management Companies Holding, Inc., National Car Rental Licensing, Inc.,
National Car Rental System, Inc., NCR Affiliate Servicer Properties LLC, NCR
Affiliate Servicer, Inc., NCRAS Management, LP, NCRAS-GP, Inc., NCRS Insurance
Agency, Inc., Post Retirement Liability Management, Inc., Rental Liability
Management Holdings, LLC, Rental Liability Management, Inc., Republic
Fiduciary, Inc., Republic Guy Salmon Partner, Inc., Spirit Leasing, Inc.,
Spirit Rent-A-Car, Inc., SRAC Management, LP, SRAC-GP, Inc., and SRAC-TM, Inc.
<PAGE>
provides for the global settlement and compromise of a number of disputes that
is essential to the Debtors' successful reorganization, including, inter alia,
for (i) the Debtors to obtain post-petition surety bonding; (ii) Liberty's
agreement to renew, replace, reinstate and/or continue certain bonds that have
been issued on behalf of the Debtors; (iii) Liberty's agreement to refrain from
canceling or voiding certain surety bonds issued on behalf of the Debtors so
long as no Event of Default (as such term is defined in the Term Sheet) has
occurred; (iv) the Debtors' assumption of (a) all surety bonds issued by
Liberty for the benefit of the Debtors that were, are or shall be outstanding
and in effect at any time during the period following November 13, 2001; and
(b) the Liberty Indemnity Agreements (as defined in the Motion), (v) additional
collateral and super-priority administrative expense status to be provided to
Liberty in connection with the issuance and continuation of surety bonds, (vi)
an acknowledgement of the extent, validity and unavoidability of certain
pre-petition payments and grants of security interest; and (vii) related
relief;

         And it appearing that the Court has jurisdiction over this matter
pursuant to 28 U.S.C. ss. 157(b)(2) and 1334 and that this is a core proceeding
pursuant to 28 U.S.C. ss. 157(b)(2)(A);

         And the Court having conducted a hearing on the Motion on March 13,
2002 (the "Hearing");

         And the Court having determined that granting the relief requested in
the Motion is in the best interests of the Debtors, their estates and their
creditors;

         And notice of the Motion having been given to (i) the Office of The
United States Trustee; (ii) counsel for Congress Financial Corporation, as
agent for the lenders under the Borrowing Base Facility; (iii) counsel for
Lehman Brothers, Inc., as agent for the lenders under the Term Loan and Senior
Loan Agreement; (v) counsel for Liberty; (vi) counsel for the Official
Committee of Unsecured Creditors; and (vii) all other parties who have
requested service in these chapter 11 cases;


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                  And it appearing that no other or further notice need be
                  given;

                  And good and sufficient cause appearing therefore;

         IT IS HEREBY ORDERED, FOUND, DETERMINED AND DECREED, that:

         1.       This Court has jurisdiction over the relief sought in the
Motion, and the relief provided for herein, pursuant to 28 U.S.C. ss. 1334 and
this is a "core proceeding" as defined in and pursuant to 28 U.S.C. ss.
157(b)(2)(A), (D), (K), (M) and (O).

         2.       All capitalized terms not otherwise defined herein shall have
the meaning ascribed to such terms in the Term Sheet.

         3.       Good, adequate and sufficient cause has been shown to justify
the granting of the relief requested herein.

         4.       Pursuant to 11 U.S.C. ss. ss. 105, 363, 364 and 365 and
Bankruptcy Rule 9019, the Motion be, and hereby is, authorized and approved in
all respects.

         5.       The terms, conditions, agreements and provisions set forth in
the Term Sheet are incorporated into this Order by reference thereto as if each
of the terms, conditions, agreements and provisions of the Term Sheet, as their
context provides or allows, were set forth herein as the findings,
determinations, and decretal and ordered provisions of this Order; provided,
however, that the following shall apply notwithstanding anything to the
contrary contained in the Motion or the Term Sheet: (A) the amount of past-due
premiums, referenced in Section 1 (2) of the Term Sheet, shall not exceed
$75,000; and (B) Liberty shall provide counsel to the Official Committee of
Unsecured Creditors (the "Committee") with written notice of any Event of
Default, concurrently with providing such notice of the Debtors;


                                      -3-

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         6.       The Debtors be, and hereby are, authorized and directed to
take such further actions and execute and deliver, and to cause their
subsidiaries and affiliates to take such action and to cause them to execute and
deliver, such further documents as may be reasonably necessary to effectuate the
relief provided for herein and in the Term Sheet and to implement the terms,
conditions, agreements and provisions of the Term Sheet, including to enter
into any amendment to the Trust Agreement dated August 30, 2001 necessary to
effectuate the agreement between Liberty and Lehman Brothers, Inc., clarifying
the definitions of 'First Priority Secured Obligations' and 'Renewed Surety
Bonds'.

         7.       Good and sufficient notice of the Motion, the request for the
entry of this Order and the hearing thereon has been given in accordance with
Sections 102(1), 364, and 365 of the Bankruptcy Code and Bankruptcy Rules 2002,
4001 and 9019 and Local Rule 2001-1(b) and any otherwise applicable requirement
for further notice be and is hereby dispensed with and waived.

         8.       Except as specifically set forth in the Term Sheet, nothing
contained in this Order or the Term Sheet shall be deemed to terminate, modify,
or release any obligation to Liberty of the Debtors, any guarantor, surety,
insurer or entity providing financial accommodations

         9.       Except as specifically set forth in the Term Sheet, nothing
contained herein shall be deemed to limit or otherwise waive any rights that the
Debtors or Liberty have under the Bankruptcy Code, in law or equity or under any
agreement executed or delivered in connection with any surety bond, including
but not limited to the rights of subrogation, exoneration or indemnification,
the intent being that the rights, security interest and liens granted hereunder
are in addition to, and not in substitution of, such rights.


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<PAGE>


         10.  This Order shall be sufficient and conclusive evidence of the
priority, perfection and validity of the security interests and liens granted
hereby without the necessity of filing, recording or serving any financing
statements, mortgages or other documents which may otherwise be required under
federal or state law or the taking of any other action to validate and perfect
the security interest and liens granted hereby. If Liberty, in its discretion,
shall elect to file or record such documents, the Debtors are authorized and
directed to execute and deliver financing statements or other documents
reasonably requested by Liberty.

         11.  The Court has considered all objections which were timely filed,
or interposed at the Hearing, and to the extent such objections have not been
withdrawn, such objections are overruled and denied.

         12.  Nothing contained in this Order or the Term Sheet shall be deemed
to terminate, modify or subordinate any lien or security interest of any of the
Lessor SPEs, the Lessor SPE Trustee, ARG Funding Corp., the ARG Trustee, the
Master Collateral Agent, and MBIA (collectively, the "Noteholder Group") in
pledged cash of up to $20 million, plus interest thereon, and in all other
collateral pledged by any Debtor to the Noteholder Group under the New Vehicles
Transaction Documents referenced in this Court's prior Order Authorizing Debtors
to (A) Lease Automobiles, and (B) Provide Protection in Connection with Master
Lease Agreements dated February 6, 2002 (the "Lease Order") or under the
Existing Master Lease Agreements, the Fourth Amended and Restated Master
Collateral Agency Agreement, dated June 20, 2000 (the "Master Collateral Agency
Agreement"), or any related documents, including but not limited to (i) all
rights, if any, of each Debtor in or relating to any Vehicles (as defined in the
Master Collateral Agency Agreement) purchased, financed or refinanced with
proceeds obtained


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<PAGE>

from a Financing Source (as defined in the Master Collateral Agency Agreement)
and all rights, if any, of each Debtor in each Manufacturer Program (as defined
in the Master Collateral Agency Agreement) associated with such Vehicles and
(ii) all rights, if any, of each Debtor in or relating to the funds and
investments held in the Cash Collateral Account described in the Pledge
Agreement, dated as of February 20, 2002, by and between ANC Rental Corporation
and MBIA.

         13.      Entry of this order shall constitute a finding that the liens
and security interests of the Noteholder Group, more specifically set forth in
the preceding paragraph, do not extent to the Pre-Petition Liberty Cash
Collateral, the Liberty Post-Petition Cash Collateral or any cash received by
Liberty pursuant to the Debtors' obligations under Sections 2(d)(ii) and (iii)
of the Term Sheet.

         14.      Notwithstanding any provision of the Term Sheet, the
administrative priority claims granted to any of Noteholder Group pursuant to
the Lease Order and any subsequent court order shall rank pari passu with, not
junior to, the administrative priority claims granted to Liberty in connection
with this Order and the Term Sheet.

         15.      Except for the senior liens granted to Liberty in the Term
Sheet securing the Liberty Post-Petition Cash Collateral (as defined in the
Term Sheet) and the cash collateral replenishment obligation of the Debtors set
forth in Section 2, subparagraph 1.d.ii and 1.d.iii of the Term Sheet, which
shall be Senior Liens in accordance with Bankruptcy Code Section 364(d)(1),
such other senior liens provided for in the Term Sheet shall be subject and
subordinate


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to the replacement liens granted to the secured creditors for adequate
protection pursuant to the Cash Collateral Orders entered in these cases.

         16.      The Debtors shall provide the Official Committee of Unsecured
Creditors (the "Committee") with 5 days' notice of the cancellation of any bond;
provided that the Debtors will not be required to provide such notice with
respect to the cancellation of any bond in connection with the Debtors' airport
consolidation plan; provided further that nothing herein shall obligate Liberty
to provide any such notice to the Committee or any other party, and the Debtors'
failure to provide such notice shall not affect, diminish, restrict or infringe
upon Liberty's ability to cancel such bond without further order of the
Bankruptcy Court, or affect the validity of any such cancellation by Liberty.

         17.      The 10 day stay otherwise provided for under Bankruptcy Rule
6004(g) is hereby waived and shall not apply to the transactions and relief
hereby authorized.

Dated:   Wilmington, Delaware
         March 13, 2002



                                       /s/
                                       -----------------------------------------
                                       UNITED STATES BANKRUPTCY JUDGE


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                       SUMMARY OF TERMS AND CONDITIONS OF
                  LIBERTY BOND SERVICES POST-PETITIONS BONDING

This proposal (the "Term Sheet") is made between Liberty Bond Services, an
unincorporated division of Liberty Mutual Insurance Company ("Liberty") and ANC
Rental Corporation, Debtor In Possession (sometimes referred to as "ANC") and
any of its subsidiaries and affiliates who are debtors in possession in
proceedings under the Bankruptcy Code (together with ANC collectively referred
to as the "Debtors") only, and is subject to the entry of an order of the
Bankruptcy Court approving the terms and conditions of the Term Sheet as agreed
to by ANC and Liberty, and such order becoming a "Final Order", as the term
"Final Order" is defined and discussed in Section 18 of this Term Sheet (the
"Approval Order").

SECTION 1 -                1. So long as no Event of Default (as defined below)
                           shall occur, and subject to (i) the conditions
UNDERWRITING AGREEMENTS    precedent described in Sections 7(1) and 10 of this
                           Term Sheet, (ii) the delivery of the cash collateral
                           and/or letter of credit deposit required by Section
                           2, subparagraph (1)(d)(i) below, and (iii) the
                           limitations, conditions and agreements set forth in
                           this Section 1, subparagraphs "2" through "6," and in
                           Section 4 of this Term Sheet, Liberty shall:

                           (a) refrain and forebear from canceling or
                           terminating any of the surety bonds issued by Liberty
                           on behalf of ANC or any of its subsidiaries or
                           affiliates that are identified on Exhibits B, C and D
                           annexed to this Term Sheet, except upon the
                           consent of ANC.

                           (b) agree and consent to the assumption by ANC and/or
                           its appropriate debtor subsidiaries or affiliates of
                           (i) all surety bonds issued by Liberty or issued by
                           another at the behest of Liberty and upon which
                           Liberty has any liability, including liability as
                           co-surety or reinsurer, for the benefit of, on behalf
                           of or at the request of ANC (or any of its
                           subsidiaries or affiliates), that were, are or shall
                           be outstanding and in effect at any time during the
                           period following November 13, 2001 (hereafter
                           "Liberty Post Petition Bonds"); (ii) the surety bonds
                           identified on Exhibits C and D to this Term Sheet;
                           and (iii) the General Agreements of Indemnity,
                           Commercial Surety, in favor of Liberty executed by
                           ANC, as Indemnitor, and dated August 4, 2000 and
                           October 31, 2000, respectively (copies of which are
                           annexed hereto as Exhibit "A", and hereafter referred
                           to as the "Liberty Indemnity Agreements"), as
                           modified by this Term Sheet, and as limited to (1)
                           the Liberty Post Petition Bonds, and (2) any
                           renewals, continuations, increases, riders,
                           replacements, reinstatements and additional new
                           surety bonds which Liberty issues or which is issued
                           by another at the behest of Liberty and upon which
                           Liberty has any liability, including liability as
                           co-surety or reinsurer, for, or on behalf of or at
                           the request of any of the Debtors.

                           (c) at ANC's request, Liberty shall replace,
                           reinstate, renew or



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<PAGE>

                  continue all Liberty Post Petition Bonds that became due or
                  will become due for renewal or continuation during the period
                  from November 13, 2001 to December 31, 2002 to the extent
                  identified on the attached list (to be provided, Exhibit "B"
                  hereto);

                  (d) at ANC's request, Liberty shall replace, reinstate, renew
                  and/or continue certain surety bonds issued by Liberty for the
                  benefit of, on behalf of or at the request of ANC (or any of
                  its subsidiaries or affiliates) and as identified on the
                  attached list (to be provided, Exhibit "C" hereto) that are
                  not part of the Liberty Post Petition Bonds (which certain
                  bonds shall be treated as part of the Liberty Post Petition
                  Bonds upon their replacement, reinstatement, renewal,
                  continuation, extension, etc.);

                  (e) issue change riders and/or increase or adjust bond penal
                  sums or issue new bonding through December 31, 2002 (other
                  than the "Consolidation Bonding" separately discussed in
                  subparagraphs "h" and "i" below), as mutually agreed between
                  ANC and Liberty and as identified on the attached list (to be
                  provided, Exhibit "D" hereto), which certain bonds shall be
                  treated as part of the Liberty Post Petition Bonds upon their
                  issuance or adjustment pursuant to Exhibit "D";

                  (f) issue all renewals, continuations, increases, riders and
                  additional new surety bonds referred to in subparagraphs (a)
                  through (e) above to provide that ANC will be the principal of
                  the bond, unless otherwise requested by ANC. The renewal,
                  continuation, issuance of a rider, increase of penal sum or
                  change of the principal on any previously outstanding surety
                  bond (including a change from an operating company that was
                  originally named as principal to substitute ANC as principal,
                  or to add additional principals), shall be deemed issuance of
                  a new bond.

                  (g) determine within a reasonable period, not to exceed ten
                  business days, all other requests by ANC for surety bonding
                  (including requests for increases in bond penal sums or for
                  the issuance of new, additional, renewed or continued bonding
                  other than as listed and described in subparagraphs "a"
                  through "e" above, and other than requests for "retro
                  bonding") in accordance with Liberty's then pertaining
                  underwriting standards, guidelines and practices for such
                  risks;

                  (h) with respect only to airports at which the Debtors operate
                  two concession locations, one for each operating brand (Alamo
                  and National), and there is a current Liberty concession bond
                  in place for each of the two locations, then: in the event the
                  Debtors consolidate their two bonded airport concession
                  locations into a single location, Liberty agrees to provide a
                  consolidated


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<PAGE>
                  concession bond (which shall be deemed to be a Liberty Post
                  Petition Bond) for such consolidated operations in such
                  location that replaces the prior existing bonds for the prior
                  unconsolidated locations ("Consolidation Bonding"), provided
                  that (i) the penal sum of the new consolidated surety bond
                  required for the new, combined concession is not in excess of
                  the combined penal sums of the prior existing bonds; (ii) the
                  terms and conditions of the new Consolidation Bonding are
                  substantially the same as the terms and conditions of the
                  prior, pre-consolidation bonds; and (iii) the airport or other
                  obligee on the prior, pre-consolidation bonds delivers a
                  written agreement to ANC and to Liberty in a form acceptable
                  to Liberty stating that upon the issuance of the new
                  Consolidation Bonding, the obligee will (1) execute a release
                  in form satisfactory to Liberty of all of obligee's rights in
                  or claims arising under the pre-consolidation bonds, and (2)
                  deliver the original pre-consolidation bonds to Liberty marked
                  "null and void" confirmed by the signature of an officer or
                  other authorized representative of the obligee;

                  (i) With respect only to (x) airports at which the Debtors
                  operate two concession locations, one for each operating brand
                  (Alamo and National), and there is a current Liberty surety
                  bond in place for only one of the two locations (i.e., there
                  is one bonded and one unbonded concession location at a given
                  airport), and the Debtors elect to consolidate the bonded and
                  the unbonded concession locations into a single consolidated
                  location; and (y) airports at which the Debtors operate only
                  one concession location, for only one operating brand (the
                  "original brand"), and there is a current Liberty surety bond
                  in place for said concession location, and the Debtors elect
                  to add another operating brand to the original brand's bonded
                  concession location, and concurrently consolidate both brands
                  under the ANC trade name; then: Liberty agrees that for the
                  consolidated locations described in subparts (x) and (y)
                  immediately preceding, Liberty will provide a consolidated
                  bond (which shall be deemed to be a Liberty Post Petition
                  Bond) for the entire consolidated operation in such location
                  (which shall also be referred to in this Term Sheet as
                  "Consolidation Bonding"), provided that (i) the penal sum of
                  the new surety bond for the consolidated location may not
                  exceed 110% of the penal sum of the prior bond for the prior
                  bonded location (the locations that may be subject to such a
                  consolidation are limited to those identified on Exhibit E
                  hereto); and in no event, shall the penal sum increases that
                  are agreed to herein exceed, in the aggregate, $175,000; (ii)
                  the terms and conditions of the new Consolidation Bonding are
                  substantially the same as the terms and conditions of the
                  prior bond for the prior bonded location; and (iii) the
                  airport or other obligee on the prior bond for the prior
                  bonded location


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<PAGE>
                           delivers a written agreement to ANC and to Liberty,
                           substantially in the form attached hereto as Exhibit
                           "E" or as otherwise agreed to by ANC and Liberty,
                           stating that upon the issuance of the new
                           Consolidation Bonding, the obligee will (1) execute a
                           release in form satisfactory to Liberty of all of
                           obligee's rights in or claims arising under the
                           pre-consolidation bonds, and (2) deliver the original
                           pre-consolidation bonds to Liberty marked "null and
                           void" confirmed by the signature of an officer or
                           other authorized representative of the obligee.

                           2.  Premium rate to remain $10 per thousand, to be
                           paid simultaneously upon issuance, renewal or
                           continuation of each particular surety bond and to be
                           remitted by wire directly to Liberty (not through a
                           broker). Past-due premiums for surety bonds
                           previously issued by Liberty, if any, shall be paid
                           by wire transfer from ANC to Liberty upon the entry
                           of the Approval Order.

                           3.  The entry of the Approval Order shall be deemed
                           an acknowledgement by the Debtors and a determination
                           by the Bankruptcy Court that all surety bonds
                           heretofore or hereafter issued by Liberty are
                           financial accommodations which cannot be assumed by
                           the Debtors without the consent of Liberty.

                           4.  Nothing set forth in this Term Sheet shall
                           obligate Liberty to replace, reinstate, renew,
                           continue or extend, or to forebear from canceling or
                           terminating, any surety bond which Liberty determines
                           to have been issued without authorization or which
                           was unreported and which has not been heretofore
                           ratified by Liberty, and said bonds may be canceled
                           by Liberty upon five days written notice to ANC and
                           without further order of the Bankruptcy Court;
                           provided, however, that Liberty agrees that no surety
                           bond identified on Exhibits B, C or D hereto, or on
                           the bond schedules annexed to the Agreement dated
                           August 30, 2001 between ANC and Liberty (the
                           "Liberty/ANC Pre-Petition Agreement"), shall be
                           deemed unauthorized or unreported.

                           5.  Notwithstanding anything in this Term Sheet or in
                           any exhibit annexed hereto to the contrary, (a) the
                           total aggregate penal sums of all surety bonds
                           outstanding issued by Liberty or issued by another at
                           the behest of Liberty and upon which Liberty has any
                           liability, including liability as co-surety or
                           reinsurer, for the benefit of, on behalf of or at the
                           request of ANC (or any of its subsidiaries or
                           affiliates) (including both pre-petition and
                           post-petition) shall at no time exceed $133 million,
                           (b) the maximum aggregate penal sum amount set forth
                           in subparagraph "a" above shall be reduced by the
                           amounts of all payments of loss, cost or expense made
                           by Liberty, whether or not such amounts are
                           reimbursed to Liberty out of collateral, and (c) the
                           maximum


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<PAGE>
                           aggregate penal sum amount set forth in subparagraph
                           "a" above shall not be increased or replenished due
                           to reimbursement received by Liberty from collateral
                           or any other recoveries. However, nothing herein
                           shall be construed or deemed to constitute or create
                           a "committed surety bond facility" or surety bond
                           credit line of any kind or in any amount in favor of
                           ANC or any other person or entity, and ANC expressly
                           warrants and represents that it has not received and
                           has not relied upon any agreement or representation,
                           oral or written, to the contrary.

                           6.  The Debtors shall assume and agree to be bound
                           by the Liberty Indemnity Agreements, as modified by
                           this Term Sheet, with respect to Liberty Post
                           Petition Bonds and with respect to any additional,
                           increased, new, renewed or continued surety bonding
                           which Liberty provides to any of the Debtors, and
                           shall be jointly and severally liable for the
                           performance of all obligations thereunder ("the
                           Assumed Indemnity Obligations").

SECTION 2 --               1.  All of the Assumed Indemnity Obligations shall be
COLLATERAL TERMS           secured and treated as follows:

                           a.  Treatment as allowed super-priority
                           administrative expenses pursuant to sections
                           507(a)(1) and (b) of the Bankruptcy Code, with
                           priority over any and all other administrative
                           priority expense claims under sections 507(a)(1) and
                           (b) of the Bankruptcy Code, with such super-priority
                           administrative expense claim status of Liberty to be
                           subject and subordinate only to the carve-outs
                           provided to retained professionals and to the
                           quarterly fees payable to the Office of the United
                           States Trustee, as provided for in orders of the
                           Bankruptcy Court authorizing the Debtors' use of Cash
                           Collateral (as that term is defined in section
                           363(a) of the Bankruptcy Code), provided, however,
                           that Debtors shall under no circumstances seek to
                           provide, and no order shall be entered granting, any
                           entity with a super-priority priority equal to or
                           senior to the super-priority granted to Liberty
                           herein (with the sole exceptions of "DIP Financing,"
                           as set forth in Section 2, paragraph 3 (including
                           all subparagraphs) below, and the MBIA Order as
                           defined in Section 2, paragraph 1(b)(i) below);

                           b.  Collateralized by a first priority senior lien
                           in accordance with Bankruptcy Code section
                           364(d)(1), senior to the rights, interests and liens
                           of any other person or entity, in the entirety of
                           the assets of the Debtors' estates; provided however
                           that, except for the Liberty Post-Petition Cash
                           Collateral (as hereinafter defined) and the cash
                           collateral replenishment obligation of the Debtors
                           set forth in this Section 2 subparagraph 1.d.ii and
                           1.d.iii. below, such senior liens shall be subject
                           and subordinate only to:

                               i.  The senior lien granted to MBIA and the
                           Master


                                      -5-
<PAGE>
                                    Collateral Agent (as that term is referred
                                    to in that certain order of the Bankruptcy
                                    Court dated February 6, 2002 entitled "Order
                                    Authorizing Debtors to (A) Lease
                                    Automobiles, and (B) Provide Protection in
                                    Connection With Master Lease Agreements"
                                    (the "MBIA Order")) in paragraph 8 of the
                                    MBIA Order;

                             ii.    Any valid, perfected and non-avoidable
                                    security interests as were in existence as
                                    of the Debtors' chapter 11 petition filing
                                    dates (the "Pre-petition Security
                                    Interests"), except that such subordination
                                    shall not apply to the extent of any rights
                                    Liberty may have under and relating to the
                                    Pre-petition Security Interests and any
                                    agreements executed in connection therewith
                                    (collectively, and together with the
                                    Liberty/ANC Pre-Petition Agreement, the
                                    "Pre-Petition Secured Creditor Agreements"),
                                    including with respect to relative
                                    priorities among and between Liberty and
                                    other entities asserting, or entitled to,
                                    security interests in assets of the Debtors;
                                    and

                             iii.   The Senior DIP Lender's Lien (as defined in
                                    and subject to the limitations set forth in
                                    Section 3, paragraph "3" of this Term
                                    Sheet).

                           c. Further collateralized by (i) the non-cash
                           collateral granted Liberty in the Pre-Petition
                           Secured Creditor Agreements, and (ii) at Liberty's
                           sole option and election, the $6 million in
                           pre-petition letters of credit currently held by
                           Liberty ("Pre-Petition Liberty Cash Collateral"); and

                           d. Further collateralized by cash and/or, at ANC's
                           option, a letter of credit as follows:

                             i.     Upon the entry of the Approval Order, ANC
                                    shall deliver to Liberty $6 million in cash
                                    and/or letter of credit (in form acceptable
                                    to Liberty) collateral ("Liberty
                                    Post-Petition Cash Collateral");

                             ii.    Each time that Liberty has drawn a total of
                                    $2 million upon the Liberty Post-Petition
                                    Cash Collateral in connection with the
                                    Assumed Indemnity Obligations, the Debtors,
                                    jointly and severally, shall cause the
                                    Liberty Post-Petition Cash Collateral to be
                                    replenished to the original $6 million
                                    amount; and

                             iii.   The replenishment of the Liberty
                                    Post-Petition


                                      -6-
<PAGE>

                    Cash Collateral pursuant to subparagraph "ii" immediately
                    above shall occur a maximum of six (6) times (for a total
                    replenishment of obligation of $12 million), provided,
                    however, that ANC shall not be required to provide more than
                    a single $2 million replenishment of the Liberty
                    Post-Petition Cash Collateral during any 30-day period.

                  2. Anything in this Term Sheet to the contrary
                  notwithstanding, it is expressly understood that (x)
                  Liberty's right to draw upon the Pre-Petition Liberty Cash
                  Collateral is not limited to reimbursement for losses, costs
                  or expenses that are part of the Assumed Indemnity
                  Obligations, but extends to all loss, cost or expenses
                  incurred by Liberty under the terms of the August 4, 2000 and
                  October 31, 2000 Indemnity Agreements in favor of Liberty
                  executed by ANC, and under the terms of the Liberty/ANC
                  Pre-petition Agreement, and (y) Liberty may choose, at its
                  sole option and discretion, to draw upon the Pre-Petition
                  Cash Collateral to reimburse itself for losses, costs or
                  expenses that are part of the Assumed Indemnity Obligations,
                  but shall have no obligation to do so and may apply the
                  Pre-Petition Liberty Cash Collateral to obligations in any
                  way it deems appropriate under the circumstances in its own
                  best interest.

                  3. Liberty acknowledges that ANC is seeking new DIP financing
                  in the maximum sum of $100 million (beyond amounts which may
                  be used to take out or replace existing secured creditors)
                  and that pursuant to any such arrangement, Debtors will be
                  required to grant to such DIP lender a security interest that
                  is senior to all of the security interests and liens that
                  Liberty may have in any or all of the assets of the Debtors'
                  estates (the "Senior DIP Lender's Lien"). Without obligating
                  ANC to obtain or seek such financing, Liberty will consent to
                  such financing and the related Senior DIP Lender's Lien, but
                  conditioned upon and only to the extent of the following,
                  terms and conditions:

                  (a) such Senior DIP Lender's Lien shall not affect, apply or
                  attach to (i) the Pre-Petition Liberty Cash Collateral, (ii)
                  the Liberty Post-Petition Cash Collateral, (iii) the cash
                  collateral replenishment obligation (the "Collateral
                  Replenishment Obligation") of the Debtors set forth in this
                  Section 2 subparagraph 1.d.ii and 1.d.iii, or (iv) any of
                  Liberty's rights and remedies as reserved in section 8 of
                  this Term Sheet, or under or relating to the Pre-Petition
                  Secured Creditor Agreements;

                  (b) to the extent such financing is obtained by Debtors, such
                  financing shall not prohibit or restrict the right and
                  ability of Debtors to meet their obligations under and with
                  respect to this Term Sheet, including those relating to
                  providing Liberty with the


                                      -7-
<PAGE>


                           Liberty Post-Petition Cash Collateral and the
                           Collateral Replenishment Obligation, and such
                           financing shall not conflict with the provisions of
                           this Term Sheet;

                           (c) nothing herein, or in or relating to the new DIP
                           financing or the proposed Senior DIP Lender's Lien,
                           will impact or affect Liberty's existing priorities
                           and/or rights with respect to other existing secured
                           creditors;

                           (d) Liberty shall not be required to consent to such
                           financing, and Liberty's security interests and liens
                           which may otherwise have been subordinated to such
                           financing will not be subordinated, to the extent
                           that the liens and security interests of any other
                           existing secured creditors (or their successors,
                           assigns or replacements) are not, for any reason,
                           subordinated to the liens to be granted to such DIP
                           lender in similar degree to the subordination of
                           Liberty's liens and security interests, or if such
                           financing would affect the priorities in distribution
                           otherwise provided for under the Pre-Petition Secured
                           Creditor Agreements; and

                           (e) Debtors shall reimburse Liberty for all
                           reasonable attorneys' fees and out-of-pocket expenses
                           incurred in connection with reviewing, evaluating or
                           otherwise participating in the formulation or
                           finalization of any such new DIP Financing in
                           accordance with the procedures set forth in the last
                           four sentences of Section 9 of this Term Sheet.

                           Should all of the above pre-conditions and terms for
                           Liberty's consent to the new DIP Financing and the
                           Senior DIP Lender's Lien be fully satisfied, then
                           Liberty shall execute (at ANC's sole cost and
                           expense) all documentation reasonably requested by
                           Debtors to five effect to such financing and such
                           priority.

SECTION 3 -                1. (a) all ANC non-debtor subsidiaries and/or
                           affiliates that executed any Surety Bond Guarantee
ASSUMED INDEMNITY          And Assumption Agreement in connection with the
AGREEMENT MODIFICATIONS    Liberty/ANC Pre-Petition Agreement or the
                           Pre-Petition Secured Creditor Agreements shall
                           execute an agreement, in a form acceptable to Liberty
                           in its sole discretion, confirming that neither the
                           execution nor the implementation of this Term Sheet
                           (including all actions and documents contemplated by
                           this Term Sheet) shall in any way affect, impair,
                           alter or in any way modify their obligations and
                           liabilities under the Surety Bond Guarantee And
                           Assumption Agreement.

                           (b) The Debtors (hereafter sometimes referred to as
                           the "Debtor Indemnitors") shall be obligated, jointly
                           and severally, as indemnitors under the Liberty
                           Indemnity Agreements, and shall


                                      -8-
<PAGE>
                           be jointly and severally liable for the Assumed
                           Indemnity Obligations. The Debtor Indemnitors shall
                           execute appropriate documentation in form
                           satisfactory to Liberty obligating them, jointly and
                           severally, in accordance with this Term Sheet.

                           2. So long as there shall be no Event of Default as
                           defined in this Term Sheet, the obligations of Debtor
                           Indemnitors under Paragraph "3," Indemnity, of the
                           Liberty Indemnity Agreements with respect to the
                           Assumed Indemnity Obligations shall be deemed
                           modified as follows:

                           a. following (i) the full performance of the $12
                           million replenishment obligation of ANC as described
                           in Section 2 of this Term Sheet, subparagraph
                           (1)(d)(ii) and (1)(d)(iii) thereof, and (ii) the
                           exhaustion of the Liberty Post-Petition Cash
                           Collateral in connection with the Assumed Indemnity
                           Obligations, all Debtor Indemnitors shall be jointly
                           and severally obligated to (x) reimburse Liberty
                           within ten (10) business days of written demand for
                           50% of any of Liberty's loss, cost or expense that
                           is within the scope of the Assumed Indemnity
                           Obligations and which has not been previously paid to
                           Liberty, and (y) pay the remaining 50% of any such
                           loss, cost or expense (the "Deferred Indemnity
                           Obligation") within six months of the date of
                           Liberty's aforesaid written demand, together with
                           interest on the Deferred Indemnity Obligation at the
                           rate of 6% per annum.

                           b. The Deferred Indemnity Obligations shall be deemed
                           secured and treated in the same manner as the Assumed
                           Indemnity Obligation in Section 2 of this Term Sheet.

                           c. At Liberty's request, the Deferred Indemnity
                           Obligations may be memorialized in promissory notes
                           setting forth the term, interest rate and amount of
                           the Deferred Indemnity Obligations, which notes shall
                           be (i) deemed secured by the collateral set forth in
                           Section 2 hereof; and (ii) freely transferred,
                           assigned or negotiated by Liberty to the extent
                           permitted by law. However, the execution of such
                           promissory notes shall not be required in order to
                           create the secured Deferred Indemnity Obligations or
                           to insure the survival of such obligations as set
                           forth in subparagraph 2(d) immediately below.

                           d. Notwithstanding anything to the contrary set forth
                           herein, the total amount of all Deferred Indemnity
                           Obligations outstanding at any one time shall in no
                           event exceed $8 million, and any such Deferred
                           Indemnity Obligations (whether or not memorialized as
                           promissory notes) shall survive the confirmation of
                           any plan of reorganization (and shall be immediately
                           payable upon such confirmation) or the conversion or
                           dismissal of any of the Debtors' cases.


                                      -9-
<PAGE>
                           c. So long as (i) none of the Deferred Indemnity
                           Obligations as described shall be in default of
                           payment, (ii) and the limitation upon the total
                           amount of such obligations set forth in subparagraph
                           "d" immediately above has not exceeded, and (iii) no
                           Event of Default as defined in this Term Sheet shall
                           have occurred, then Liberty shall take no action to
                           enforce the obligations set forth in Paragraphs "3"
                           or "5" of the Liberty Indemnity Agreements against
                           any Indemnitor with respect to such Deferred
                           Indemnity Obligations.

                           3. So long as there is no Event of Default as defined
                           herein, and the Debtors and non-debtor indemnitors
                           are in compliance with Section 6 of this Term Sheet,
                           Liberty will forebear from enforcing its rights under
                           paragraphs "5" and "7" of the Liberty Indemnity
                           Agreements with respect to any Indemnitor.

                           4. Notwithstanding sub-part 4 of paragraph 6 of the
                           Liberty Indemnity Agreements, the presently pending
                           proceedings of the Debtors under Chapter 11 of the
                           Bankruptcy Code shall not trigger the assignment
                           provisions of paragraph 6 of the Liberty Indemnity
                           Agreements; however, sub-parts 1, 2 and 3 and the
                           other remaining provisions of paragraph 6 of the
                           Liberty Indemnity Agreements shall remain in full
                           force and effect.

                           5. So long as there is no Event of Default as defined
                           herein, paragraph "11" of the Liberty Indemnity
                           Agreements will not be operative to the extent that
                           it is inconsistent with any agreement of Liberty set
                           forth in Section 1 of this Term Sheet.

                           6. Paragraph 15 of the Indemnity Agreement dated
                           August 4, 2000, and paragraph 16 of the Indemnity
                           Agreement dated October 31, 2000, are hereby modified
                           to require that Liberty consent, in its sole
                           discretion, to the termination of the obligations of
                           any indemnitor.

                           7. Except as expressly set forth above in this
                           Section 3 of this Term Sheet, or as may be set forth,
                           with Liberty's consent to be exercised in its sole
                           discretion, in the Approval Order, the Liberty
                           Indemnity Agreements are assumed as written.

SECTION 4 -                Immediately upon the occurrence of any Event of
                           Default set forth in Section 5 of this Term Sheet,
REMEDIES AND RIGHTS        subparagraph 1(a), 1(b), 1(g), 1(h), 1(i) or 1(j), or
UPON EVENT OF DEFAULT      upon the occurrence of any Event of Default set forth
                           in Section 5 of this Term Sheet, subparagraph 1(c),
                           1(d), 1(e), 1(f), 1(k), 1(l) or 1(m) which remains
                           uncured for five (5) days following the date of
                           transmission of notice of such default to ANC, then
                           without any notice to any other party and without
                           further Order of the Bankruptcy Court, all Deferred
                           Indemnity Obligations shall become immediately
                           accelerated and


                                      -10-
<PAGE>
                           due in full, and Liberty (a) shall no longer have
                           any obligation to renew, continue, extend or issue
                           any surety bonds, notwithstanding any terms set
                           forth in Section 1 of this Term Sheet, and (b) may
                           (i) liquidate and realize upon the non-cash
                           collateral described in Section 2 hereof (subject to
                           any rights of any senior secured creditor),
                           including without limitation commence appropriate
                           proceedings to foreclose upon and/or realize upon
                           such collateral in courts of competent jurisdiction,
                           (ii) fully enforce all of its rights under the terms
                           of the Liberty Indemnity Agreements against any and
                           all indemnitors in courts of competent jurisdiction,
                           and (iii) cancel any and all surety bonds issued by
                           Liberty on behalf of ANC, its subsidiaries and/or
                           affiliates, whether issued or outstanding
                           pre-petition or post-petition.

SECTION 5 -                1. Each of the following shall constitute an "Event
                           Events of Default of Default" hereunder (after the
EVENTS OF DEFAULT          time periods in Section 4 have elapsed): (a) the
                           conversion or dismissal of the ANC bankruptcy case
                           (or that of any of the other Debtors) to Chapter 7;
                           (b) the appointment of a trustee, or an examiner with
                           powers other than to review and report, or any other
                           person or entity exercising powers traditionally
                           ascribed to a trustee, in any of the Debtors' Chapter
                           11 cases; (c) the failure of ANC to timely replenish
                           Liberty Post-Petition Cash Collateral as required in
                           Section 2 of this Term Sheet, subparagraphs 1(d)(ii)
                           and 1(d)(iii); (d) the default by any Debtor
                           Indemnitor upon any of its obligations under the
                           Assumed Indemnity Obligations, and the default by any
                           non-debtor indemnitor upon any of its indemnity
                           obligations or obligations hereunder; provided,
                           however, that a proceeding of liquidation,
                           receivership or bankruptcy of a non-debtor indemnitor
                           shall not be deemed a default if, within 20 calendar
                           days of the commencement of said proceeding, ANC
                           deposits with Liberty additional cash or (at ANC's
                           option) letter of credit collateral (in form
                           acceptable to Liberty), in the amount of $250,000.00;
                           (e) the non-payment of any Deferred Indemnity
                           Obligation when due; (f) the increase of Deferred
                           Indemnity Obligations to an amount in excess of the
                           $8 million limitation set forth in Section 3 of this
                           Term Sheet, paragraph 2(d) thereof; (g) the sale or
                           other disposition (including a material change in
                           ownership or management) of ANC or one of ANC's
                           operating subsidiaries or brands that conducts
                           business in the United States, or the filing of a
                           motion seeking such sale or other disposition,
                           without Liberty's consent; (h) the sending of a
                           "notice of acceleration" or similar notice triggering
                           collateral liquidation by any of the senior secured
                           pre-petition lenders or by any post-petition DIP
                           financing party or senior secured party or lender;
                           (i) Liberty's receipt of a demand for payment under
                           any of the "retro bonds" issued by


                                     -11-



<PAGE>
                           Liberty on behalf of ANC or any of its subsidiaries
                           or affiliates identified on the attached schedule (to
                           be provided) which is nether withdrawn by the obligee
                           within ten (10) calendar days after Liberty's receipt
                           of such demand, or for which Liberty is not fully
                           collateralized by Debtors with additional cash or
                           letter of credit collateral within ten (10) calendar
                           days after Liberty's receipt of such demand; (j)
                           ANC's failure to cause any non-debtor to execute
                           documentation as required by Section 11 of this Term
                           Sheet within seven days of demand by Liberty; (k) the
                           termination of the Debtors' right to utilize Cash
                           Collateral (as that term is defined in Section 363(a)
                           of the Bankruptcy Code) (other than a voluntary
                           termination by the Debtor); (l) failure of ANC to pay
                           the Liberty Statement when due pursuant to Section 9
                           of this Term Sheet; and (m) any failure by ANC to
                           reduce the total aggregate penal sums of all surety
                           bonds outstanding to the maximum amount set forth in
                           Section 1, paragraph "5" of tis Term Sheet, within
                           thirty (30) days of written demand by Liberty to ANC.
                           Liberty may, however, in its sole discretion, waive
                           any one or more defaults, or extend any period within
                           which to cure such defaults, without in any way
                           diminishing or waiving its right to enforce fully the
                           terms of this Term Sheet with respect to any and all
                           defaults or other or subsequent defaults.

                           2. Without limiting the generality of the foregoing,
                           it is agreed that the events of default under the
                           Pre-Petition Secured Creditor Agreements shall not
                           constitute Events of Default hereunder, nor shall the
                           consolidation of Alamo and National concession
                           agreements for the same airport or the rejection of
                           concession agreements in connection with such
                           consolidation constitute an Event of Default.

SECTION 6 -                1. So long as the Debtors shall continue to file with
                           the Bankruptcy Court operating statements and other
FINANCIAL DISCLOSURE AND   financial disclosure required by the Bankruptcy Code
COVENANTS                  and/or Bankruptcy Rules and/or order of the
                           Bankruptcy Court, there will be no requirement for
                           such indemnitors to transmit any additional periodic
                           financial disclosure or information to Liberty;
                           except that such indemnitors shall provide Liberty
                           with any financial information or records which
                           Liberty deems reasonably necessary to assess or
                           respond to any claim, demand, exposure or risk that
                           relates to any bond issued pre-petition by Liberty
                           and/or any Liberty Post-Petition Bonds. However,
                           should such filings no longer be made or required
                           with respect to any Indemnitor who is a Debtor
                           herein, then the monthly reporting requirements of
                           paragraph 5 of the Liberty/ANC Pre-Petition Agreement
                           shall be deemed incorporated into this term sheet and
                           shall apply to such Debtor or former Debtor (as the
                           case may be) so long as such Debtor or former Debtor
                           (as the case may be) continues to be an


                                      -12-
<PAGE>
                           Indemnitor to Liberty for any portion of the Assumed
                           Indemnity Obligations.

                           2. All non-debtor indemnitors whose financial
                           operations are not detailed in the bankruptcy filings
                           and disclosures described in subparagraph "1"
                           immediately above shall, upon Liberty's request,
                           furnish their quarterly or annual financial
                           statements to Liberty, together with such other
                           financial documentation and information as Liberty
                           may reasonably require in order to continually
                           assess the equity and debt position and
                           creditworthiness of such non-debtor indemnitors.

                           3. Other than as set forth expressly herein, this
                           Term Sheet does not, and any documentation entered
                           into in connection herewith will not, contain any
                           negative or affirmative covenants of any kind
                           applicable to ANC or any of its subsidiaries.

SECTION 7 -                1. ANC and the other Debtors acknowledge, and the
                           entry of the Approval Order shall constitute an
PRE-PETITION SECURITY      Order, finding and decree of the Bankruptcy Court
INTERESTS OF LIBERTY       that, (a) to the extent of the aggregate penal sums
                           of all surety bonds renewed, continued, issued,
                           increased or permitted to remain in full force and
                           effect subsequent to August 30, 2001, Liberty has a
                           valid, perfected and unavoidable (under 11 U.S.C. ss.
                           547 or otherwise) security interest in the collateral
                           granted in the Pre-Petition Secured Creditor
                           Agreements; (b) payments made to Liberty by ANC prior
                           to the petition date, including payments in respect
                           of premiums and fees, are non-avoidable, and (c) such
                           acknowledgement, order, finding and decree is binding
                           upon all persons and entities.

                           2. Nothing in this Term Sheet shall constitute a
                           waiver by Liberty under or with respect to the
                           Pre-Petition Secured Creditor Agreements, and Liberty
                           reserves all rights in connection therewith. Liberty
                           may draw upon the Pre-Petition Liberty Cash
                           Collateral in accordance with its terms, and nothing
                           contained in this Term Sheet shall prohibit or
                           restrict such right.

SECTION 8 -                Notwithstanding anything to the contrary set forth
                           herein, all of Liberty's equitable or other common
COMMON LAW SURETY          law surety rights and remedies, whether arising by
RIGHTS                     virtue of equitable lien, equitable subrogation or
                           otherwise, are fully reserved.

SECTION 9 -                The Debtors are obligated to pay (a) Liberty's
                           reasonable fees and out-of-pocket expenses arising
FEES AND EXPENSES          out of or in connection with (i) the negotiation,
                           execution and presentation to the Bankruptcy Court of
                           this Term Sheet, (ii) the Approval Order, (iii) the
                           preparation, drafting, execution and/or closing of
                           the transactions contemplated by this Term Sheet, and
                           (b) Liberty's reasonable


                                      -13-
<PAGE>

                           fees and out-of-pocket expenses incurred in
                           protecting or safeguarding the rights and interests
                           granted to it herein or in the Approval Order,
                           whether incurred in a bankruptcy court proceeding or
                           any in other proceedings in any other court or
                           judicial or administrative venue. The aforesaid
                           payment obligations shall be deemed part of the
                           Assumed Indemnity Obligations. Liberty shall provide
                           counsel for ANC and counsel for the Official
                           Committee of Unsecured Creditors ("the Committee")
                           with a reasonably detailed summary of such fees and
                           expenses (the "Liberty Statement"). The only basis
                           for objection to the Liberty Statement shall be as to
                           the reasonableness of the charges set forth for the
                           work performed. If no objection is received by
                           counsel for Liberty within seven (7) days following
                           the date of delivery of the Liberty Statement (the
                           "Objection Deadline"), ANC shall pay the Liberty
                           Statement within three business days following the
                           Objection Deadline. If there is a dispute as to the
                           amount of the Liberty Statement, which dispute cannot
                           be resolved between Liberty and the entity asserting
                           such objection, such dispute shall be submitted to
                           the Bankruptcy Court for a determination of the
                           reasonableness of the Liberty Statement on at least
                           five (5) days' notice to counsel for ANC and for the
                           Committee.

SECTION 10 --              All of the foregoing terms will be subject to the
                           entry of the Approval Order providing for section 364
BANKRUPTCY COURT ORDER     of the Bankruptcy Code collateralization and
A PRE-CONDITION            protections to Liberty as a secured creditor and
                           containing other terms reasonably satisfactory to ANC
                           and Liberty. The agreements set forth in this Term
                           Sheet are not to be deemed effective in any way prior
                           to the entry of the Approval Order. Nothing set forth
                           herein shall in any way bind, or shall in any manner
                           modify, limit or diminish the rights of Liberty or
                           any Debtor until the entry of the Approval Order.
                           Without limiting the generality of the foregoing,
                           nothing set forth herein shall in any way bar, limit
                           or modify Liberty's right to seek relief from the
                           automatic stay to cancel bonds, or to seek any other
                           relief in the Debtors' bankruptcy cases, prior to the
                           entry of the Approval Order.

SECTION 11 --              Within twenty (20) business days of the entry of the
                           Approval Order, ANC shall cause all non-debtor
DOCUMENTATION OF NON-      subsidiaries and/or affiliates to execute and deliver
DEBTORS                    to Liberty the agreements described in Section 3,
                           paragraph 1(a) of this Term Sheet.

SECTION 12 --              The provisions of this Term Sheet, as shall be
                           approved by the Approval Order, including the rights,
BINDING EFFECT             interests, liens and security interests provided for
                           herein and granted to Liberty, and the priorities of
                           same, shall not be altered or affected by any plan of
                           reorganization (or liquidation) filed by or on behalf
                           of the Debtors


                                      -14-
<PAGE>
                           or one or more third parties, or by the incurrence
                           from and after the date of the Approval Order of
                           indebtedness pursuant to section 364 of the
                           Bankruptcy Code, or otherwise (except as set forth
                           in Section 2, subparagraph "3" with respect to
                           certain proposed DIP Financing). Without limiting
                           the generality of the foregoing, the provisions of
                           this Term Sheet, as shall be approved by the
                           Approval Order, shall be binding on Liberty, the
                           Debtors, all parties in interest in the Debtors'
                           cases, and their respective successors and assigns,
                           including any of the following persons or entities
                           if appointed in the Debtors' cases, acting on
                           behalf of or with respect to any of the Debtors: any
                           trustee, examiner, representative or liquidating or
                           administrative agent.

SECTION 13 --              The automatic stay provided in section 362 of the
                           Bankruptcy Code shall, without the necessity of any
LIFTING OF STAY            order of the Bankruptcy Court other than the
                           Approval Order, be modified and vacated to the
                           extent necessary to permit Liberty to implement this
                           Term Sheet as approved by the Approval Order,
                           including to permit Liberty to exercise its rights
                           and remedies as provided for in the Term Sheet.

SECTION 14 --              The entry of the Approval Order shall be a
                           determination by the Bankruptcy Court that the terms
FINDING OF GOOD FAITH      of the Term Sheet were negotiated in good faith and
                           at arms length, and all loans, advances, financial
                           accommodations and surety bonds which are or caused
                           by Liberty to be issued, renewed, extended,
                           continued, increased or modified are deemed to have
                           been extended in good faith as that term is referred
                           to in section 364(e) of the Bankruptcy Code, and
                           shall be entitled to the full protection of section
                           364(e) of the Bankruptcy Code in the event that the
                           Approval Order or any term of this Term Sheet as
                           shall be incorporated into the Approval Order is
                           vacated, reversed or modified on appeal or otherwise.

SECTION 15 --              Except as specifically set forth in this Term Sheet,
                           nothing contained herein, or in the Approval Order,
NON-TERMINATION            shall be deemed to terminate, modify or release any
                           obligation of the Debtors or any guarantors thereof.

SECTION 16 --              The Approval Order shall confirm that the entry of
                           the Approval Order, and the relief provided for
CORE PROCEEDING            therein, constitute "core proceedings" as defined in
                           28 U.S.C. ss. ss. 157 and 1334, and that the
                           Approval Order, and the parties thereto, shall be
                           subject to the benefits of sections 363(m) and
                           364(c) of the Bankruptcy Code, and that the
                           Bankruptcy Court has jurisdiction over the
                           proceedings and the parties and the property
                           affected thereby pursuant to 28 U.S.C. ss. ss. 157
                           and 1334.


                                      -15-

<PAGE>
SECTION 17 --              The entry of the Approval Order shall be sufficient
                           and conclusive evidence of the priority, perfection
PERFECTION                 and validity of the security interests and liens
                           granted pursuant to this Term Sheet as approved by
                           the Approval Order, without the necessity of filing,
                           publishing, recording or serving any financing
                           statements, mortgages or other documents or notices
                           which may otherwise be required under federal, state
                           or local law, or the taking of any action to
                           validate and perfect the security interests and
                           liens granted pursuant to the Term Sheet and the
                           Approval Order; provided, however, that if Liberty in
                           its discretion shall elect to file or record such
                           documents, the Debtors shall execute and deliver
                           financing statements or other documents reasonably
                           requested by Liberty, and Liberty may thereafter in
                           its discretion take such further action as may be
                           necessary to file or record such documents.

SECTION 18 --              In this Term Sheet: (a) except where the language
                           identifies an intent to limit, the word "including"
RULES OF CONSTRUCTION      shall mean "including, without limitation", with
                           regard to the items or matters listed thereafter; (b)
                           a reference to the "Court", shall mean the
                           "Bankruptcy Court in which the chapter 11 cases of
                           the Debtors was pending as of the date of the
                           execution of the Term Sheet"; (c) the phrase "entry
                           of the Approval Order" shall mean the entry of such
                           order on the legal docket maintained by the Clerk of
                           the Bankruptcy Court in which the chapter 11 cases
                           of the Debtors are pending and that such order has
                           become a Final Order; and (d) the term "Final Order"
                           shall mean an order of the Bankruptcy Court
                           approving the terms and conditions of the Term Sheet
                           as agreed to by ANC and Liberty which either (i) is
                           not the subject of a stay and for which the time to
                           file an appeal has expired without an appeal having
                           been filed (or if such appeal has been filed, such
                           appeal has been withdrawn) or (ii) if mutually
                           agreed to by ANC and Liberty, is an order with
                           regard to which there is no stay in effect and for
                           which no objection had been filed or considered by
                           the Court (or if filed or considered, such objection
                           had been withdrawn) prior to or at the hearing at
                           which the Court considered the motion seeking
                           approval of such Term Sheet.

SECTION 19 --              The Debtors and Liberty acknowledge that the Approval
                           Order shall constitute a settlement and compromise
RESOLUTION                 of disputes discussed by and between them as to
OF DISPUTE                 Debtor's ability to assume the Liberty Post-Petition
                           Bonds, Liberty's right to cancel those bonds, and
                           any and all disputes regarding the validity,
                           perfection and non-avoidability of any pre-petition
                           security interests granted and payments made to
                           Liberty.


                                     -16-

<PAGE>


SECTION 20 --              Notices required hereunder shall be sent to the
                           parties hereto by facsimile and by overnight mail,
NOTICES                    as follows:

                           Liberty Mutual Ins. Co.
                           c/o Liberty Bond Services
                           450 Plymouth Road
                           Suite 400
                           Plymouth Meeting, PA 19462
                           Attention: Kyle Carney New, Esq.
                           Fax: 610-828-5821

                           With a copy to:

                           Mark S. Gamell, Esq.
                           Torre, Lentz, Gamell, Gary & Rittmaster, LLP
                           100 Jericho Quadrangle, Suite 309
                           Jericho, New York 11753-2702
                           Fax: 516-240-8950

                           ANC Rental Corporation
                           200 South Andrews Avenue, 11th Floor
                           Fort Lauderdale, Florida 33301-1864
                           Attention: Howard D. Schwartz, Esq.

                           With a copy to:

                           Matthew Gluck, Esq.
                           Fried, Frank, Harris, Shriver & Jacobson
                           One New York Plaza
                           New York, NY 10004-1980

SECTION 21 -- NO THIRD     This Term Sheet is for the benefit of the parties to
PARTY BENEFICIARIES        this Term Sheet only, and none of the provisions in
                           this Term Sheet are intended to benefit, and none
                           shall inure to the benefit of or be enforceable by
                           any third parties, such that this Term Sheet shall
                           not create, nor be deemed to create, any express or
                           implied third party beneficiaries.


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