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                                                                    EXHIBIT 4.69

                      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.    )
                                    )   Re: Dkt. No. 4062

   CORRECTED FINAL ORDER PURSUANT TO, INTER ALIA, BANKRUPTCY RULE 4001 AND 11
U.S.C.SS.364 (A) AUTHORIZING THE DEBTORS TO OBTAIN FURTHER POST PETITION SURETY
  BONDING FROM LIBERTY MUTUAL INSURANCE COMPANY, (B) PROVIDING FOR ADDITIONAL
                   COLLATERAL AND (C) GRANTING RELATED RELIEF

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

         Upon the motion dated February 14, 2003 (the "Initial Motion") and the
amended motion dated March 1, 2003 (the "Amended Motion", and together with the
Initial Motion, the "Motions") of the above captioned debtors and debtors in
possession (collectively, the "Debtors"),(1) seeking, INTER ALIA, (i) Entry of
Orders Pursuant to Sections 105, 363, and 364, of the Bankruptcy Code, Rule 4001
of the Federal Rules of Bankruptcy Procedure and Rule 4001-2(b) Delaware
Bankruptcy Local Rules for the Debtors to (a) Obtain Post-Petition Surety
Bonding from Liberty Mutual Insurance Company ("Liberty"), and (b) provide
certain protections to Liberty in connection with the issuance and continuation



--------

(1)   The Debtors include 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, I]LC, 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 Properties LP, ARC GP, Inc.,
      ARC TM, 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 Hawaii, 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., Republic Industries Automotive Rental Group (Belgium),
      Inc., Snappy Fleet Finance Corporation, Spirit Leasing, Inc., Spirit Rent
      A Car, Inc., SRAC Management, LP, SRAC GP, Inc., and SRAC TM, Inc.
<PAGE>


of surety bonds; and (ii) the Scheduling of hearings in connection with the
Motions; and hearings having been conducted by this Court on March 7 and 11,
2003 (the "Hearings"); and upon the certification of counsel for the Debtors
that no objections, not otherwise waived or withdrawn, have been timely
interposed to the entry of any orders in connection with the Motions;

         And it appearing that the relief requested is in the best interests of
the Debtors, their creditors and their estates; and good and sufficient cause
appearing therefore; it is hereby

         ORDERED, FOUND AND DETERMINED AND DECREED, that:

         1. This Court has jurisdiction over this matter pursuant to 28 U.S.C.
ss.ss. 157 and 1334 and that this matter is a core proceeding pursuant to 28
U.S.C. ss. 157(b)(2)(A), (B), (D), (G), (K), (M) and (O);

         2. Notice of the Initial Motion and of the Amended Motion and of the
relief requested has been given to, among others, (i) the Office of the United
States Trustee; (ii) counsel for Congress (as hereinafter defined); (iii)
counsel for Lehman Brothers, Inc. and/or affiliates, as agent for the lenders
under the Term Loan and Senior Loan Agreement; (iv) counsel for Liberty Mutual
Insurance Company, the Debtors' principal surety provider; (v) counsel for the
Official Committee of Unsecured Creditors; (vi) counsel for DaimlerChrysler
Corporation and (vii) all parties that have filed a request for notice pursuant
to Bankruptcy Rule 2002 in these chapter 11 cases;



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         3. Good, adequate and sufficient notice has been provided and any
otherwise applicable requirement for notice be and hereby is waived and
dispensed with, and no further notice need be given.

         4. Pursuant to, INTER ALIA, 11 U.S.C. ss.ss. 105, 363, 364 and Rule
4001 of the Federal Rules of Bankruptcy Procedure, the Motions be, and hereby
are, authorized and approved in all respects as provided for herein, and the
Debtors are authorized to incur the post petition senior secured indebtedness
provided for in the Supplemental Term Sheet ( as defined below).

         5. The terms, conditions, agreements and provisions set forth in the
term sheet annexed hereto and made a part hereof as Exhibit "A", (the
"Supplemental Term Sheet" or "STS") are hereby authorized and approved in all
respects as provided for herein, and are incorporated into this Order by
reference thereto as if each of the terms, conditions, agreements and provisions
of the STS, as their context provides or allows, was set forth herein as a
finding, determination, decree and ordered provision of this Order, and all
capitalized terms referred to in this Order not otherwise defined herein shall
have the meaning ascribed to such terms in such STS, and the rules of
construction applicable to the STS shall be equally applicable to this Order. To
the extent of any conflict or inconsistency of the terms and conditions of the
STS and this Order, the terms and conditions of this Order shall control. The
STS shall not be amended except upon motion on notice to those parties
identified in paragraph "2" of this order.

         6. Pursuant to prior orders of this Court, this Court authorized the
settlement of certain disputes between the Debtors and Liberty, and provided,
INTER ALIA, for the Debtors to obtain post-petition bonding under certain



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circumstances and subject to certain conditions, and authorized certain liens,
security and other protections for the benefit of Liberty.

         7. The Debtors have advised the Court that they continue to be unable
to obtain the credit necessary to be able to obtain post-petition bonding either
on an unsecured basis or as an expense of administration allowable under 11
U.S.C. ss. 503(b)(1), on any terms equal to or better than the terms provided
for under the STS (which provides for priming liens pursuant to 11 U.S.C. ss.
364(d) to the extent set forth in and under the terms and conditions provided
herein), and have further advised the Court that further and additional surety
bonding is essential to the Debtors' ability to continue their operations and to
pursue a successful reorganization of their bankruptcy cases.

         8. The Debtors have requested that Liberty continue to provide certain
surety bonding under and pursuant to the terms of the Supplemental Term Sheet
and have advised the Court that they believe that the terms and conditions of
the Supplemental Term Sheet are in the best interests of the Debtors and their
estates.

         9. Good cause has been shown for the entry of this Order and the
authorization and empowerment to consummate the terms of the Supplemental Term
Sheet will materially enhance the Debtors ability to service their customers,
conduct their business operations and to seek reorganization of their
businesses. The relief sought is supported by good business reasons, is
reasonable and appropriate under the circumstances, and will aid in effecting a
reorganization. The Supplemental Term Sheet has been negotiated and entered into
in good faith.

         10. Simultaneously with the entry of this order, the Debtors intend to
submit an order identified as "Final Order Authorizing Debtors To (A) Obtain
Postpetition Financing, (B) Grant Liens And Priority Administrative Expense




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Status and (C) Modify The Automatic Stay," pursuant to which the Debtors will be
authorized, INTER ALIA, to obtain debtor-in-possession financing from
DaimlerChrysler Corporation (the "DIP Financing Order").

         11. The Debtors 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 Supplemental Term Sheet and to implement the terms,
conditions, agreements and provisions of the Supplemental Term Sheet.

         12. Nothing in this Order or the Supplemental Term Sheet shall be
deemed to terminate, modify or release any obligation to Liberty of any
guarantor, surety, insurer, indemnitor or entity providing financial
accommodations to or for the benefit of Liberty or the Debtors.

         13. All of Liberty's equitable or common law surety rights and
remedies, whether arising by virtue of equitable lien, equitable subrogation or
otherwise, are fully reserved, with the security interests, liens and rights
granted to Liberty pursuant to the STS being in addition to, and not in
substitution of, such rights.

         14. This Order shall be sufficient and conclusive evidence of the
priority, perfection and validity of the security interests and liens granted
hereby and pursuant to the Supplemental Term Sheet, without the necessity of a
filing, recording or the serving of any financing statements, mortgages, or
other documents which may be otherwise required under any law, regulation or
rule, including federal or state law or the taking of any action, including
taking possession, to validate and perfect the security interests and liens
granted hereby or pursuant to the Supplemental Term Sheet. If Liberty, in its




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discretion, shall elect to file or record such documents, notices of liens or
similar instruments or otherwise confirm perfection of such liens and security
interests, the Debtors are authorized and directed to cooperate and assist in
such process and to execute and deliver financing statements or other documents
reasonably requested by Liberty, and restrictions resulting from the imposition
of the automatic stay provisions of 11 U.S.C. 362 shall be and hereby are
modified to permit Liberty and the Debtors to take such steps as necessary to
implement and effectuate this Order.

         15. Notwithstanding any provision of the Supplemental Term Sheet, the
administrative priority claims granted to any of the Noteholder Group pursuant
to the Vehicle Financing Orders dated February 6, 2002 [docket no. 752], May 10,
2002 [docket no. 1838] and November 5, 2002 [docket no. 3524] and any subsequent
similar vehicle financing order with the Noteholder Group ("Subsequent Fleet
Financing Orders") shall rank pari passu with, not junior to, the administrative
priority claims granted to Liberty in connection with this Order and the
Supplemental Term Sheet; and any Subsequent Fleet Financing Order or subsequent
order providing for continued post-petition bonding by Liberty shall provide
that any administrative priority claim granted to the Noteholder Group or to
Liberty shall be pari passu with the administrative priority claim of the other.

         16. Notwithstanding anything to the contrary in any prior order of this
Court, in this order, in the DIP Financing Order or in the STS, Liberty's right
in and to the following are protected by senior post-petition first priority
liens in accordance with Bankruptcy Code Section 364(d)(1): (i) the Liberty Post



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Petition Cash Collateral (including all Supplemental Cash Collateral); (ii) the
Pre-Petition Liberty Cash Collateral; (iii) any payments actually received by
Liberty as cash collateral as referred to in Section 3.2 of the STS; (iv) the
Collateral Replenishment Obligations (excepting only as set forth in paragraph
16(d) of the DIP Financing Order and only as between Liberty and Congress (as
hereinafter defined) as set forth therein); (v) the Collateral Installment
Payments actually received by Liberty; (vi) those liens and the assets subject
thereto set forth in Section 3.9(a) through 3.9(d) of the STS (PROVIDED that
with respect only to the rights of Congress (as hereinafter defined) with
respect to such liens and assets, the reference in this paragraph "16(vi)" to
Sections 3.9(a) through 3.9(d) of the STS shall be limited to Sections 3.9(a)
through 3.9(c) of the STS); (vii) the Fleet Equity; and (viii) those interests
granted to Liberty in the order of this court dated June 28, 2002 [docket no.
2489]. Such senior post-petition first priority liens shall not be (a)
subordinated, pursuant to 11 U.S.C. ss. 510(a) or otherwise, or by the
incurrence at any time from and after the date hereof of senior indebtedness
pursuant to Section 364 of the Bankruptcy Code, or otherwise; or (b) altered or
affected by any plan of reorganization (or liquidation) filed by or on behalf of
the Debtors or one or more third parties, or otherwise, except as provided in
Section 6 of the STS. Except for the senior liens set forth in items "(i)"
through "(viii)" above, all other liens granted to Liberty in the Supplemental
Term Sheet shall (x) be subject and subordinate only to those interests
described in, and only to the extent provided in, Section 2.b.ii of the March 13
Term Sheet, and (y) be subject and subordinate to the extent provided in the
Cash Collateral Orders (as defined in the DIP Financing Order) entered through
and including the Order dated February 6, 2003 [docket no. 4035] and such
further cash collateral orders as may be entered, PROVIDED THAT such further
cash collateral orders are granted upon the same terms and conditions as set



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forth in the existing Cash Collateral Orders, or are otherwise entered upon the
consent of Liberty in its sole discretion (as to which Congress reserves its
rights), with respect solely to the Replacement Liens (as defined in April 10,
2002 Cash Collateral Order) granted to the Secured Creditors (as defined in the
prior Cash Collateral Orders) except that such subordination shall not apply to
the extent of rights Liberty may have in its capacity as a secured creditor
under and relating to Pre-Petition Security Interests under any Pre-Petition
Secured Creditor Agreements). In the event of any inconsistency between the
terms of any cash collateral order (including, without limitation, the Cash
Collateral Orders) and the terms of this order, the terms of this order shall
govern.

         17. The entry of this Order shall be a determination by the Bankruptcy
Court that the terms of the STS were negotiated in good faith and at arms
length, and all credit, financial accommodations, loans, advances and surety
bonds which are 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 Liberty shall
be entitled to the full protections of Section 364(e) of the Bankruptcy Code,
and, in addition, shall be entitled to all of the protections provided for in
this Order, in the event this Order or any term of the STS as shall be
incorporated into this Order is hereafter vacated, reversed or modified,
including, in furtherance, or by virtue, of an appeal or otherwise.

         18. The Court has considered all objections that were timely filed, or
interposed at or prior to the Hearings held in connection with the Motions, and
to the extent such objections have not been withdrawn, such objections are



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overruled and denied, with prejudice. Without limiting the foregoing, Congress
Financial Corporation (Florida), as agent (in such capacity, "Congress"), under
the Amended and Restated Credit Agreement, dated as of June 30, 2000 (as
amended, supplemented or otherwise modified from time to time, sometimes
referred to as the "Borrowing Base Facility") among, ANC Rental Corporation, and
certain financial institutions or entities from time to time parties thereto
(hereinafter such financial institutions or entities are sometimes collectively
referred to as the "Borrowing Base Lenders"), has consented to all of Liberty's
liens, rights and protections as provided for in the STS Approval Order.
Furthermore, all parties, including: the Debtors; Liberty; Congress; Lehman
Commercial Paper, Inc., individually and in any representative capacity
("LCPI"); Lehman Brothers Inc., individually and in any representative capacity
("Lehman"); the Official Committee Of Unsecured Creditors ("Creditors'
Committee"), AutoNation, Inc.; Bank of Tokyo, Mitsubishi Trust Company, Fleet
Capital Corp. and Provident Bank (sometimes referred to as the "Supplemental
Facility Lenders") and DaimlerChrysler Corporation, have consented to the entry
of this Order and have agreed to not challenge or oppose (and based upon such
consent, shall be forever barred from challenging or opposing) any of the
rights, liens or protections granted to Liberty in the Liberty Order or in this
Order based upon the terms of (a) that certain document (as amended,
supplemented or otherwise modified from time to time) entitled "Amended and
Restated Intercreditor Agreement" dated as of August 30, 2001 between, among
others, Congress, ANC Rental Corporation, Lehman Commercial Paper, Inc.,
Wilmington Trust Company, as trustee and Liberty (the "Pre-Petition
Intercreditor Agreement"), or (b) any post-petition order entered prior to the


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date hereof (except (i) as may be provided in the DIP Financing Order with
respect to certain rights of Congress, or (ii) with respect to certain rights of
the fleet financing lenders in those certain prior orders dated February 6, 2002
(Docket No. 752), April 4, 2002 (Docket No. 1511), May 10, 2002 (Docket No.
1838), June 28, 2002 (Docket No. 2489), August 23, 2002 (Docket No. 3057),
November 5, 2002 (Docket No. 3524), and February 20, 2003 (Docket No. 4088), all
of which relate to "Fleet Financing").

         19. 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.

         20. The terms and provisions of paragraph 15 the Third MBIA Order are
hereby incorporated by reference thereto and shall be equally effective as if
fully set forth herein, except that (a) the reference therein to the "Liberty
Term Sheet" shall mean both (i) the March 13 Term Sheet and (ii) the STS; (b)
the term "Order" shall mean this Order; (c) reference to the "Liberty Order"
shall mean the Liberty Order and the STS Approval Order.

         21. Without limiting any rights of Liberty set forth in the STS, any
reference in the STS to Liberty's rights, liens and protections with respect to
"Shared Foreign Subsidiaries" shall include all of those rights, liens and
protections set forth in paragraph 16(b) of the DIP Financing Order.

         22. The STS is hereby amended to delete Section 2.8 in its entirety.

         23. Notwithstanding anything to the contrary set forth in the Liberty
Order or this Order, with regard to avoidance actions or proceeds thereof, to
the extent that any Secured Lender (whether pre- or post-petition, as defined in
the DIP Financing Order) received or holds a lien or administrative claim



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(superpriority or otherwise) in the proceeds of avoidance actions (whether
obtained through litigation or settlement) under Chapter 5 of the Bankruptcy
Code, such lender releases said liens or administrative claim (superpriority or
otherwise), provided that (a) no other entity shall be granted any lien or
administrative priority (superpriority or otherwise) interest in such avoidance
actions or proceeds, and (b) if any other entity shall hold such a lien or
administrative priority interest, the aforesaid releases shall be void and of no
further force or effect. To the extent that any Secured Lender (whether pre- or
post-petition) has an unsecured claim, whether by deficiency or otherwise, each
shall share pari passu with all other general unsecured creditors with respect
to all distributions on account of the proceeds of avoidance actions.

         24. This order (a) shall be effective immediately upon its entry; (b)
is a final order entered pursuant to Rule 4001 of the Rules of Bankruptcy
Procedure ("Bankruptcy Rules"), following a "final hearing" within the meaning
of Bankruptcy Rule 4001(c)(2), and is also approved as a final order pursuant to
Rule 4001(d)(4) of the Bankruptcy Rules.

Dated:   March 17, 2003.
         Wilmington, Delaware
                                                /s/ Mary F. Walrath
                                                -----------------------------
                                                THE HONORABLE MARY F. WALRATH
                                                United States Bankruptcy Judge




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<PAGE>

                           SUPPLEMENTAL TERM SHEET FOR
                        LIBERTY MUTUAL INSURANCE COMPANY
        SURETY BONDING FOR ANC RENTAL CORP., ET AL, DEBTORS IN POSSESSION


This Supplemental Term Sheet (the "STS") is made between Liberty Bond Services,
an unincorporated division of Liberty Mutual Insurance Company ("Liberty") and
ANC Rental Corporation ("ANC") and any of its subsidiaries and affiliates which
are debtors in possession in proceedings under the Bankruptcy Code (together
with ANC collectively referred to as the "Debtors"); and is subject to the entry
of an order of the Bankruptcy Court approving its terms as agreed to by ANC and
Liberty, (the "Approval Order" and together with this STS, the "STS Approval
Order").

SECTION 1               1. Except as expressly provided herein, the provisions
                        of this STS shall supplement and not supersede the
                        provisions of that certain Order dated March 13, 2002 ,
PREAMBLE                Docket No. 1259 (the "March 13 Order") and the Summary
                        of Terms and Conditions of Liberty Bond Services
                        Post-Petition Bonding, attached to and approved by the
                        March 13 Order (the "March 13 Term Sheet") (the March 13
                        Order and the March 13 Term Sheet, as modified by
                        Bankruptcy Court Orders dated May 10, 2002 [Docket No.
                        1838] and June 28, 2002 [Docket No. 2489], collectively
                        are referred to as the "Liberty Order"). Each and every
                        term, provision and section of the Liberty Order, except
                        as specifically identified as being modified or
                        clarified by this STS, shall continue in full force and
                        effect and are to be equally applicable to the
                        provisions of this STS as if set forth herein. Without
                        limiting the generality of the foregoing, the liens,
                        collateral, rights, findings, determinations and other
                        protections granted to Liberty pursuant to the Liberty
                        Order (and, together with the liens, collateral, rights,
                        findings, determinations and other protections provided
                        to Liberty under the STS Approval Order, the "Liberty
                        Protections") shall continue in full force and effect,
                        as supplemented by the provisions of this STS.

                        2. Unless otherwise defined herein, capitalized terms
                        set forth in this STS shall have the meaning ascribed to
                        them in the March 13 Term Sheet.

                        3. The Approval Order may be in one or more orders,
                        including an interim order, provided that any such
                        orders shall be subject to Liberty's prior review and
                        consent in its sole discretion.

SECTION 2               Liberty and ANC hereby agree that, so long as the
                        Debtors shall not be in default of any of the provisions
                        of the Liberty Order or the STS Approval Order, and no
BONDING                 event which would constitute an Event of Default if not
PROGRAM                 cured within the applicable cure period shall have
EXTENSION               occurred under the Liberty Order or the STS Approval
                        Order that remains uncured, and subject to all other
                        terms and conditions herein:




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                  1.    Through and including December 31, 2003, Liberty shall
                        refrain and forebear from canceling any of the surety
                        bonds issued by Liberty on behalf of ANC or any of its
                        subsidiaries or affiliates, except (a) upon the request
                        or at the consent of ANC, or (b) as set forth in Section
                        2.10, below.

                  2.    Subject to paragraphs 2.3, 2.4, 2.7 and 2.10, below,
                        through and including December 31, 2003, Liberty shall,
                        at ANC's request: (a) replace, reinstate, renew or
                        continue surety bonds including Liberty Post Petition
                        Bonds; (b) issue change riders and/or increase or adjust
                        bond penal sums; (c) issue new bonds; and (d) issue
                        Consolidation Bonding (regardless of the status of any
                        prior bond issued for the rejected concession agreement
                        on dual-to-dual consolidations), PROVIDED THAT, with
                        respect to all of the foregoing: (1) the bond comes due,
                        by its express terms, for reinstatement, renewal, or
                        continuation on or before December 31, 2003; (2) any
                        reinstatement, renewal, continuation, change rider or
                        new bond shall provide for a bond coverage period no
                        longer that one year from the last expiration, renewal,
                        continuation or premium anniversary date; (3) Liberty
                        shall not be required to issue, increase, renew, extend
                        or continue any surety bond more than thirty (30) days
                        prior to the date such bonding is due to be issued,
                        increased, renewed, extended or continued according to
                        its terms or according to the terms of the contract or
                        other obligation that is the subject of the bond
                        (Liberty may, in its sole discretion, issue such bonding
                        at an earlier date or time if requested by the Debtors);
                        (4) Liberty shall not be required to issue any new bond
                        unless Liberty has been given at least ten (10) business
                        days in which to review the proposed bond form requested
                        and, at Liberty's option, the underlying contract that
                        is the subject of the bond, and shall not be obligated
                        to issue any such new bond unless and until such bond
                        form is acceptable to Liberty; and (5) ANC shall not ask
                        Liberty to issue bonds or increases that ANC would use
                        to replace or increase existing bonds currently issued
                        and outstanding by another surety company ("Replacement
                        Bonding"), unless ANC provides to Liberty, prior to
                        Liberty's issuance of any Replacement Bonding, the
                        greater of: (x) one hundred percent (100%) of any cash
                        or cash equivalent collateral held by the prior surety
                        company in connection with said bonds, or (y) cash or
                        cash equivalent collateral in the amount of fifty
                        percent (50%) of the requested Replacement Bonding, such
                        collateral to be credited to ANC's next due Collateral
                        Installment Payment (as set forth in Section 3, below).
                        Subject to the foregoing, Liberty acknowledges and
                        agrees that some bonds will come due for reinstatement,
                        renewal, or continuation more than one time on or before
                        December 31, 2003, and Liberty agrees to reinstate,



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                        renew or continue said bonds as many times as they come
                        due, by their terms, on or before December 31, 2003.

                  3.    For purposes of this STS, the term "Penal Maximum" shall
                        mean $126 million, and the term "Adjusted Penal Maximum"
                        shall mean $96.5 million. ANC and Liberty agree that the
                        aggregate amount of all penal sums of all bonds not
                        identified as "closed" and/or "canceled" on Liberty's
                        line card (as determined by Liberty) shall at no time
                        exceed the "Penal Maximum."

                  4.    With respect to any requests by ANC for any replacement,
                        reinstatement, renewal, or continuation of any existing
                        bond, or any increase rider or new bond, or any
                        Consolidation Bonding, (all of the foregoing referred to
                        collectively hereafter as "Requested Bonding"), the
                        capacity available for such Requested Bonding shall be
                        determined by the following formula: the Adjusted Penal
                        Maximum, LESS the Current Penal Total (as defined
                        hereafter). The "Current Penal Total" shall be defined
                        as and equal to, at any time, the aggregate amount of
                        all penal sums of all bonds not identified as "closed"
                        and/or "canceled" on Liberty's line card (as determined
                        by Liberty), EXCLUSIVE of the AIG Retro Bond (defined in
                        Section 2.10, below). If at any time, there is capacity
                        available for any Requested Bonding, then Liberty agrees
                        to issue such Requested Bonding as requested by ANC, on
                        condition that: (i) the Adjusted Penal Maximum would not
                        be exceeded; (ii) the bonds requested are of the type
                        and character that Liberty has routinely issued on
                        behalf of ANC or its subsidiaries or affiliates in the
                        past (as determined by Liberty); (iii) the Debtors are
                        in full compliance with each of the collateral
                        requirements set forth in Section 3, below; and (iv) in
                        the event that Liberty has granted ANC an Installment
                        Credit(s) as defined in Section 3.4, below, then Debtors
                        shall be required to provide Liberty with additional
                        cash collateral sufficient to provide Liberty with cash
                        collateral equal to fifty percent (50%) of the Current
                        Penal Total as increased to reflect the issuance of the
                        Requested Bonding, to be delivered prior to the issuance
                        of the Requested Bonding.

                  5.    ANC and Liberty have exchanged line card information and
                        worked in good faith to reconcile the discrepancies
                        between their respective line cards, and shall continue
                        to do so, on not less than a monthly basis going
                        forward.

                  6.    Upon obtaining the Final STS Approval Order, as defined
                        below, (a) any and all obligations on the part of
                        Liberty to issue any surety bonding shall be governed by
                        this STS, and any provisions of the Liberty Order with
                        respect to any such obligations shall be deemed
                        superceded; (b) Debtors shall be deemed to have released
                        any and all claims or causes of action arising from or
                        in connection with any assertion that Liberty failed to
                        fully perform any of its obligations under the Liberty
                        Order; (c) subject to all of the terms and conditions of
                        this STS, Liberty and ANC will work in good faith to
                        address the issuance of all surety bonds reasonably
                        determined by ANC to be urgent within three (3) business
                        days of ANC's request; and (d) subject to all of the
                        terms and conditions of this STS, Liberty and ANC will
                        work in good faith to issue other bonds as covered by
                        this STS within ten (10) business days of the ANC's
                        request for such bonding. Prior to obtaining the Final


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<PAGE>

                        STS Approval Order, Liberty and the Debtors each reserve
                        their respective rights as to their mutual obligations
                        under the Liberty Order, EXCEPT THAT during the Interim
                        Period (see Section 2.11 below), as may be extended, any
                        obligation of Liberty to issue, renew, continue, extend
                        or increase any surety bonding shall be governed by the
                        terms set forth in Section 2.11, EXCEPTING, FURTHER,
                        that for any bonding requested by ANC during such
                        Interim Period as to which Liberty agrees that it is
                        obligated to furnish such bonding under the March 13
                        Term Sheet, such bonding shall be provided by Liberty
                        without payment of additional cash collateral so long as
                        all other terms of this STS, including Section 2.11, are
                        complied with and satisfied. For purposes of this STS,
                        the Final STS Approval Order shall be the Approval Order
                        that is entered following the final hearing pursuant to
                        Rule 4001 of the Federal Rules of Bankruptcy Procedure
                        and which shall have become a Final Order.

                  7.    Notwithstanding anything contained herein, Liberty shall
                        not be required to issue any new "Retro Bonds" or to
                        increase any existing "Retro Bonds." A "Retro Bond" is
                        defined as any bond on which an insurer is the obligee,
                        including any bond issued for or on behalf of ANC or any
                        of its subsidiaries or affiliates to secure the payment
                        of premiums and/or deductibles and/or other fees or
                        obligations by the principal to the obligee pursuant to
                        payment agreements associated with insurance policies.

                  8.    Any bonding that is not included within the terms set
                        forth in Sections 2.2, 2.3 and 2.4, above, may be
                        considered by Liberty, and if approved by Liberty in its
                        sole discretion, shall be issued only upon such
                        additional collateral terms as determined by Liberty, in
                        its sole discretion, which collateral shall become, at
                        Liberty's option, part of and cross-collateralized with
                        the Liberty Post-Petition Cash Collateral but which
                        shall not be applied to reduce any of the Collateral
                        Installment Payments set forth in Section 3, below, or
                        any Cash Replenishment Obligations.

                  9.    Liberty retains the right to approve, in its sole
                        discretion, any change, modification or alteration in


                                       4
<PAGE>

                        the terms and conditions of any bond form requested by
                        ANC or the bond obligee.

                  10.   Through and including December 31, 2003, Liberty will
                        not cancel, and Liberty will renew as it comes due, the
                        Payment Agreement Bond, bond No. 015-009-619, executed
                        November 9, 2001, in favor of National Union Fire Ins.
                        Co. of Pittsburgh, Pa (the "AIG Retro Bond") under the
                        same terms set forth herein upon its renewal date in
                        November, 2003, provided that: (a) no amendment or
                        modification to the conditions, terms or provisions of
                        such bond shall be requested or made; (b) that certain
                        Indemnity Agreement dated as of August 30, 2001 by
                        AutoNation, Inc. in favor of Liberty, as amended (the
                        "AutoNation Indemnity") remains in full force and effect
                        as of said renewal date, as confirmed by AutoNation to
                        the satisfaction of Liberty in its sole discretion as of
                        said renewal date; and (c) as of thirty (30) days prior
                        to said renewal date, AutoNation's corporate credit
                        rating shall remain above BB- as rated by Standard &
                        Poor's.

                  11.   During the period following the entry of any initial
                        interim order approving this STS, which period shall not
                        exceed two weeks (unless extended by Liberty in its sole
                        discretion) and shall automatically expire upon the
                        entry of a Final STS Approval Order, as defined below,
                        (the "Interim Period"), Liberty shall issue Requested
                        Bonding as requested by ANC provided that: (a) Liberty
                        shall receive, in advance of the issuance of any such
                        Requested Bonding, cash collateral equal to fifty
                        percent (50%) of the penal sum of such Requested
                        Bonding, (b) the issuance of the Requested Bonding would
                        not cause the Penal Maximum or the Adjusted Penal
                        Maximum to be exceeded; (c) the bonds requested are of
                        the type and character that Liberty has routinely issued
                        on behalf of ANC or its subsidiaries or affiliates in
                        the past (as determined by Liberty). Cash collateral
                        paid to Liberty under this Section 2.11 shall be
                        considered Liberty Post-Petition Cash Collateral, and
                        the provisions of Section 3.2 of this STS shall become
                        effective upon the commencement of the Interim Period.
                        Upon the Debtors' obtaining the Final STS Approval
                        Order, such cash collateral paid to Liberty during the
                        Interim Period shall be credited against the first
                        Collateral Installment Payment due. The Interim Period
                        may be extended at Liberty's sole discretion; however,
                        should the Interim Period be extended beyond the date
                        upon which any Collateral Installment Payment is due
                        under this STS, then such Collateral Installment Payment
                        shall be made by the Debtors according to the terms of
                        this STS and credit shall be granted against such
                        Collateral Installment Payments for the amounts of such
                        fifty percent (50%) collateral payments made by Debtors
                        to Liberty during the period prior to the due date of
                        each such Collateral Installment Payment.



                                       5
<PAGE>

SECTION 3         1.    It is agreed and confirmed that: (a) the Assumed
                        Indemnity Obligations and the Liberty Post-Petition
INDEMNITY               Bonds have been assumed by the Debtors; (b) the Liberty
AND                     Protections shall be equally applicable to all surety
COLLATERAL              bonding issued, renewed, extended, continued or replaced
                        under the terms of this STS; (c) the Assumed Indemnity
                        Obligations shall include and apply to, at any given
                        time, all bonds that are not identified as "closed"
                        and/or "canceled" on Liberty's line card (as determined
                        by Liberty); (d) a reference in the STS Approval Order
                        or the Liberty Order to a lien on any assets shall
                        include the proceeds of such assets and shall apply
                        regardless of where such assets are located; and (e) a
                        reference in the STS Approval Order or the Liberty Order
                        to a lien shall be deemed to include security interests,
                        pledges and/or any similar rights or interests, however
                        created.

                  2.    As of January 31, 2003, the Debtors have transferred
                        cash collateral to Liberty in the amount of $11,000,000,
                        plus $300,000 on account of Orange County bond number
                        15-012-270 and $65,338 on account of Denver bond number
                        15-010-967. In addition, Liberty has earned dividend
                        income on said cash collateral in the amount of
                        $112,628, and Liberty holds a Letter of Credit from ANC
                        in the amount of $1,000,000. The total of the foregoing
                        cash, dividend income and Letter of Credit collateral as
                        of January 31, 2003 is: $12,477,966. ANC and Liberty
                        hereby agree that the $365,338 that heretofore
                        collateralized only the Orange County and Denver bonds
                        shall, effective immediately, be available to
                        cross-collateralize all bonds not identified as "closed"
                        and/or "canceled" on Liberty's line card (as determined
                        by Liberty), as does the other cash, dividend income and
                        Letter of Credit collateral referenced in this
                        paragraph.

                  3.    The Assumed Indemnity Obligations, in addition to the
                        collateral set forth in the Liberty Order, are to be
                        further collateralized by additional cash collateral to
                        be paid to Liberty (or Letters of Credit in a form and
                        substance and from an issuing bank acceptable to Liberty
                        in its sole discretion), with such cash collateral
                        payments to be made by wire transfer (or Letters of
                        Credit received and accepted by Liberty), on the
                        following schedule (the "Collateral Installment
                        Payments") unless otherwise modified (a) pursuant to the
                        terms of this STS, or (b) with the prior written consent
                        of Liberty, to be granted in its sole discretion:

                        a.      $7,522,034 by the earliest of: (i) March 31,
                                2003 or (ii) the payment of interest to Lehman
                                Brothers on account of the pre-petition "Bridge
                                Loan;"

                        b.      $6 million by June 30, 2003;

                        c.      $6 million by August 4, 2003;



                                       6
<PAGE>

                        d.      $8 million by September 8, 2003; and

                        e.      $8 million by October 6, 2003.

                        ANC will be entitled to receive a credit against each of
                        the foregoing installment payments for the interest
                        and/or dividend income that has accrued on collateral
                        held by Liberty, excluding however any accrued interest
                        or dividend income that has been previously credited to
                        ANC in connection with a prior collateral payment.
                        Liberty shall provide ANC with the dollar amount and
                        documentation of such available credit(s) promptly upon
                        ANC's written request.

                  4.    To the extent that the Current Penal Total is less than
                        the Adjusted Penal Maximum, then the Debtors' Collateral
                        Installment Payments shall be reduced by fifty percent
                        (50%) of the difference between the Adjusted Penal
                        Maximum and the Current Penal Total. (This reduction is
                        hereafter referred to as an "Installment Credit").
                        Installment Credits shall be applied against the
                        Collateral Installment Payments in reverse order of
                        scheduled payment. If, at the time ANC becomes entitled
                        to an Installment Credit, all of the Collateral
                        Installment Payments have been made, then Liberty shall
                        remit such Installment Credit to ANC within five (5)
                        business days of receipt of ANC's written request.

                  5.    Once a Collateral Installment Payment is made, it shall
                        not be subject to disgorgement for any reason (other
                        than in accordance with Section 3.4, above, or upon
                        Liberty's written acknowledgment that Liberty's
                        exposure, liquidated and unliquidated, contingent or
                        non-contingent, equals zero). Without limiting the
                        foregoing, such Collateral Installment Payments shall be
                        treated as the payment of collateral on account of an
                        allowed super-priority administrative expense pursuant
                        to Sections 503(b) and 507(a)(1) and (b) of the
                        Bankruptcy Code, for which Liberty shall hold a first
                        priority senior lien in accordance with Section
                        364(d)(1) of the Bankruptcy Code. Unpaid Collateral
                        Installment Payments shall be treated as allowed
                        super-priority administrative expenses pursuant to
                        Sections 503(b) and 507(a)(1) and (b) of the Bankruptcy
                        Code, for which Liberty shall hold a first priority
                        senior lien in accordance with Section 364(d)(1) of the
                        Bankruptcy Code, which shall be upon the same terms, and
                        including the same protections, collateral and
                        subordinations as provided in Section 2 of the March 13
                        Term Sheet, and further provided that unpaid Collateral
                        Installment Payments shall be subject to and subordinate
                        to the senior DIP lien to be granted to DaimlerChrysler
                        in connection with the DIP financing facility, as
                        defined in the Debtors' Motion dated February 14, 2003,
                        Docket No. 4064, seeking the entry of an order, INTER
                        ALIA, authorizing the Debtors to obtain post-petition
                        financing and seeking related relief.




                                       7
<PAGE>

                  6.    a. The following provisions of the March 13 Term Sheet
                        are hereby amended, modified and/or supplemented as
                        follows:

                                    (i) Section 2, paragraph 1.d.ii of the March
                        13 Term Sheet is hereby amended to provide:

                              "ii. Each time that Liberty has drawn a total of
                              $1 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 by making a cash
                              collateral payment to Liberty in the amount of $1
                              million, by wire transfer or check (at Liberty's
                              option), issued not later than five (5) business
                              days following receipt of Liberty's written demand
                              for replenishment and documentation of same, which
                              replenishment, if in the form of a check, shall be
                              sent by overnight mail to the attention of Nina
                              Durante, Liberty Bond Services, 450 Plymouth Road,
                              Suite 400, Plymouth Meeting, PA, 19462, or to such
                              other person or place as Liberty may designate in
                              writing."


                                    (ii) Section 2, paragraph 1.d.iii of the
                        March 13 Term Sheet is hereby amended to provide:

                              "iii. The replenishment of the Liberty
                              Post-Petition Cash Collateral pursuant to
                              subparagraph "ii" immediately above shall occur a
                              maximum of fourteen (14) times during the period
                              following February 24, 2003 (for a total
                              replenishment obligation during said period of $14
                              million), PROVIDED, HOWEVER, that the Debtors
                              shall not be required to provide more than two (2)
                              such replenishment payments of one million dollars
                              ($1 million) each during any thirty-day period
                              EXCEPTING THAT (x) with respect to the last four
                              replenishment payments, totaling $4 million, the
                              Debtors shall not be required to provide more than
                              two (2) such replenishment payments of one million
                              dollars ($1 million) each during any fifteen-day
                              period; and (y) in the event that the balance of
                              the MBIA Cash Collateral Account (as referred to
                              in the Second Order Authorizing Debtors To (A)
                              Lease Automobiles And (B) Provide Protection In
                              Connection With Master Lease Agreements, dated May
                              10, 2002 (the "Second MBIA Order"), and Third
                              Order Authorizing Debtors To (A) Lease Automobiles
                              And (B) provide Protection In Connection With
                              master Lease Agreements, dated November 5, 2002
                              (the "Third MBIA Order", which, collectively with
                              the Second MBIA Order, is referred to as the "MBIA
                              Orders") has been or is increased following May
                              10, 2002 by at least $ 34.5 million, the Debtors
                              shall be obligated to accelerate the next four (4)
                              Unpaid Replenishment Obligation payments, in the
                              total sum of $4 million, to Liberty in respect of
                              Debtors' Collateral Replenishment Obligations.

                                 b. For purposes of clarification, the
                        provisions of paragraph 18(ii) of the DeutscheBank
                        Order, paragraph 18(II)(x) of the Second MBIA Order and



                                       8
<PAGE>

                        paragraph 15(a)(II)(x) of the Third MBIA Order, are
                        restated and reflected in the above subparagraph "a" of
                        this Section 3.6 above.


                  7.    All Collateral Replenishment Obligations (which, when
                        referred to in this STS, includes Collateral
                        Replenishment Obligation payments actually received by
                        Liberty, and any such payments that are due but not yet
                        paid, and any such payments that have not yet become
                        due, all of which collectively shall not exceed,
                        exclusive of any such payments heretofore received, in
                        the aggregate, $14 million) shall be independent of the
                        Debtors' obligations with respect to the Collateral
                        Installment Payments. Each individual payment received
                        by Liberty on account of the Collateral Replenishment
                        Obligations shall be referred to in this STS as a
                        "Replenishment." All Collateral Replenishment
                        Obligations that are not yet paid (whether or not due),
                        for any reason, as of any point in time on any given
                        date shall be referred to, collectively and in the
                        aggregate, as the "Unpaid Replenishment Obligations."

                  8.    All dividend income and/or interest earned on the cash
                        collateral held by Liberty shall accrue and constitute
                        additional Liberty Post-Petition Cash Collateral, and
                        shall be credited (to the extent not applied by Liberty
                        to satisfy ANC's Assumed Indemnity Obligations) toward
                        ANC's Collateral Installment Payments as set forth in
                        Section 3.3 above. At such time as all liability
                        (contingent or otherwise) of Liberty shall have been
                        extinguished, discharged or terminated, as determined by
                        Liberty in its sole discretion, any such dividend and/or
                        interest income still held by Liberty will be
                        immediately returned to ANC.

                  9.    Notwithstanding anything to the contrary in the Liberty
                        Order, or in any prior or subsequent order of the
                        Bankruptcy Court (other than the STS Approval Order),
                        including any order authorizing the Debtors' to use cash
                        collateral or to obtain debtor-in-possession financing,
                        Liberty has, and shall have, an exclusive, valid and
                        perfected senior first priority lien and security
                        interest upon all of the following, including any
                        proceeds thereof: (a) 100% of the Debtors' equity in
                        "IAG" (defined in Section 6 below); (b) 35% of the
                        Debtors' equity in the "Shared Foreign Subsidiaries" as
                        defined below; (c) the Debtors' interests in the "Other
                        Foreign Subsidiaries" (as defined below); and (d) any
                        other assets upon which liens were granted to Liberty
                        pursuant to the Liberty Order. Upon request, ANC shall
                        provide Liberty with physical possession of
                        documentation of the foregoing liens and security
                        interests, and ANC shall execute all instruments



                                       9
<PAGE>

                        necessary to effectuate and enable Liberty to enjoy the
                        benefits of this Section 3.9. The liens and security
                        interests in (a) through (d) shall be senior in all
                        respects, including in right of distribution, and shall
                        not be subordinated, altered or affected in any way,
                        including, by any plan of reorganization (or
                        liquidation) filed by or on behalf of the Debtors or one
                        or more third parties, or otherwise, or by the
                        incurrence at any time of indebtedness pursuant to 11
                        U.S.C.ss. 364, or otherwise, except as otherwise
                        provided in Section 6 herein. For purposes of this STS,
                        "Shared Foreign Subsidiaries" shall mean each of the
                        following entities: (i) Alamo Rent-A-Car Locadora De
                        Automoveis LTDA; (ii) ANC Rental (Europe); (iii) ANC
                        Rental Corporation (Holdings) Limited; (iv) Guy Salmon
                        USA, Inc.; (v) National Car Rental (Canada), Inc.; (vi)
                        Republic Guy Salmon Partner, Inc.; and (vii) Republic
                        Industries Automotive Rental Group (Switzerland) AG. For
                        purposes of this STS, the term "Other Foreign
                        Subsidiaries" shall mean each of the following entities:
                        (viii) Republic Industries (German Holdings) Gmbh; (ix)
                        Alamo Rent-A-Car (Vienna) Gmbh; (x) National Car Rental
                        System (New Zealand) Limited; (xi) National Car Rental
                        System (Germany) GMBH; (xii) National Car Rental Hong
                        Kong Limited; and (xiii) National Car Rental do Brasil
                        Empreendimentos Ltda. The "Shared Foreign Subsidiaries"
                        and the "Other Foreign Subsidiaries" are collectively
                        referred to as the "Foreign Subsidiaries." Any
                        references to Shared Foreign Subsidiaries, Other Foreign
                        Subsidiaries or Foreign Subsidiaries shall include
                        successor entities or assigns.

                  10.   Notwithstanding any prior or subsequent order of the
                        Bankruptcy Court, unless otherwise consented to by
                        Liberty in writing, if at any time there is a
                        liquidation or other disposition of assets out of the
                        ordinary course of business against which assets Liberty
                        holds a security interest, and to the extent that
                        Liberty would be entitled to a distribution resulting
                        from the sale or other disposition of such asset but for
                        an assertion by or on behalf of the Debtors that such
                        distribution need not be made to Liberty on the basis
                        that Liberty is otherwise "adequately protected"
                        (including within the meaning of 11 U.S.C 361), the
                        Debtors specifically waive the right to seek any relief,
                        and the Court shall not enter any order or grant any
                        relief, which restricts the distribution of such
                        proceeds to Liberty on the basis of adequate protection.
                        The foregoing includes liens which attach to proceeds of
                        a sale or other disposition of assets, including
                        pursuant to 11 U.S.C. ss. 363(f).


SECTION 4         1.    Liberty shall subordinate its security interests and
                        liens in the Collateral as defined in the Loan And
SUB-                    Security Agreement Between ANC, as Borrower, and
ORDINATION              DaimlerChrysler Corporation ("Chrysler"), as Lender,
TO DIP                  dated March __, 2003, pursuant to which Chrysler has
LENDER                  agreed to provide debtor-in-possession financing (as
                        originally approved by the Bankruptcy Court and without
                        regard to any subsequent amendments or modifications
                        thereto, the "Chrysler Agreement"), to all obligations
                        owed by the Debtors under a Debtor-in-Possession
                        financing agreement to be approved by the Bankruptcy



                                       10
<PAGE>

                        Court with DaimlerChrysler not to exceed 62.5 million
                        dollars, on the condition that Congress and Lehman
                        Commercial Paper are subordinated to the same extent and
                        degree. Notwithstanding the foregoing, Liberty shall not
                        subordinate any of its liens, interests or rights in and
                        to (i) the Pre-Petition Liberty Cash Collateral; (ii)
                        the Liberty Post-Petition Cash Collateral (including all
                        Supplemental Cash Collateral); (iii) the Collateral
                        Installment Payments actually received by Liberty; (iv)
                        the Collateral Replenishment Obligations; (v) those
                        liens and the assets subject thereto set forth in
                        Section 3.9(a) through 3.9(d) of this STS; and (vi) the
                        Fleet Equity (as hereafter defined), except as otherwise
                        set forth in this STS with respect to the. Fleet Equity.
                        As used in this STS, Fleet Equity shall mean: (i) the
                        Finance Company Equity Interests (as defined in the
                        Collateral Agreement, dated as of August 30, 2001, among
                        ANC, Liberty, Wilmington Trust Company and Lehman
                        Commercial Paper), and (ii) all rights and interests
                        Liberty received pursuant to paragraphs 5, 8, 9 and
                        14-17 of the Deutsche Bank Order (as hereafter defined),
                        including with respect to ARG II Funding Corp., and
                        (iii) whether or not included in the foregoing subparts
                        "i" and "ii" of this definition, the equity interests in
                        and stock of ARG Funding Corp., ARG II Funding Corp, and
                        the Lessor SPE's (as defined in the DeutscheBank Order,
                        defined below).

                  2.    Nothing in the approved Chrysler Agreement, or the Order
                        of the Bankruptcy Court approving and authorizing such
                        agreement, shall bar, delay or prevent the Debtors from
                        performing any and all obligations to Liberty under the
                        STS Approval Order, the Liberty Order or the Assumed
                        Indemnity Obligations.

                  3.    Under no circumstances shall any Liberty Protections be
                        diminished, subordinated, delayed or otherwise impaired
                        to or for the benefit of any secured creditor senior to
                        Liberty in order to obtain the consent of, or provide
                        adequate protection to, such senior secured creditor in
                        connection with the approval of any DIP financing
                        facility.

                  4.    Except as set forth in this Section 4 and Section 8.4,
                        Liberty shall have no other obligation to consent to
                        subordinate any of its liens, protections or rights to
                        any financing sought or obtained by the Debtors, and any
                        such previously existing obligation, including pursuant
                        to Section 2.3 of the March 13 Term Sheet, shall be
                        deemed wholly satisfied and of no further effect.


SECTION 5         1.    This will confirm that:

SECURED                 a.      the Debtors' obligations to Liberty pursuant to
SUPER-                          the Liberty Order and the STS


                                       11
<PAGE>

PRIORITY                        Approval Order constitute allowed secured
ADMIN-                          super-priority administrative expenses pursuant
ISTRATIVE                       to 11 U.S.C.ss.ss. 503(b)(1), 507(a)(1), 507(b)
EXPENSE                         and 364(c), (d) and (e), in the full aggregate
                                amount of: (i) the aggregate amount of all penal
                                sums of all bonds not identified as "closed"
                                and/or "canceled" on Liberty's line card (as
                                determined by Liberty) (hereinafter referred to
                                as the "Liberty/ANC Bonds"), which, as of
                                February 26, 2003 is approximately $126 million;
                                plus (ii) any amounts now or hereafter due
                                pursuant to the Assumed Indemnity Obligations;
                                plus (iii) any unpaid or accrued premiums, fees
                                (including reasonable legal fees and financial
                                advisor or other consultant fees) and expenses
                                payable or reimbursable to or on behalf of
                                Liberty (with all of the foregoing in this
                                Section 5.1(a) being referred to herein as the
                                "Liberty Secured Administrative Expense Claim").
                                Notwithstanding the foregoing, but subject to
                                Section 5.1.f of this STS, the Liberty Secured
                                Administrative Expense Claim will be subject to
                                the same subordination as provided for under
                                Section 2.1.b.ii of the March 13 Term Sheet.

                           b.   The Liberty Secured Administrative Expense Claim
                                shall not be subject to any of the provisions of
                                11 U.S.C.ss.502.

                           c.   The Liberty Secured Administrative Expense Claim
                                may only be reduced upon the receipt by Liberty
                                of an indefeasible payment to Liberty on account
                                of the Liberty Secured Administrative Expense
                                Claim, or when there has been an indefeasible
                                discharge and termination of a Liberty/ANC Bond
                                in a form acceptable to Liberty in its sole
                                discretion, in which case, such reduction shall
                                be limited to the amount of such payment or such
                                discharged bond penal sum amount.

                           d.   Except as specifically set forth in this STS,
                                Liberty shall have no obligation to, and no
                                order shall be sought or entered requiring
                                Liberty to, disgorge, surrender, convey,
                                transfer, terminate, subordinate, delay or
                                compromise any of the following heretofore or
                                hereafter received: collateral; security
                                interest; right; fee; Collateral Installment
                                Payment; reimbursement; or Replenishment.

                           e.   Until such time as all risks, expenses and
                                liabilities (whether contingent, unliquidated or
                                otherwise) of Liberty under all Liberty/ANC
                                Bonds have been terminated and fully discharged
                                (as determined by Liberty in its sole
                                discretion), the Liberty Secured Administrative
                                Expense Claim shall be treated as liquidated and
                                not contingent.

                           f.   Notwithstanding anything in any prior order of
                                this Court or in the STS Approval Order to the
                                contrary, Liberty's right in and to (i) the
                                Liberty Post Petition Cash Collateral; (ii) the
                                Pre-Petition Liberty Cash Collateral (iii) any




                                       12
<PAGE>

                                payments actually received by Liberty on account
                                of the Collateral Installment Payments; and (iv)
                                the Collateral Replenishment Obligations, are
                                protected by senior first priority liens in
                                accordance with Bankruptcy Code Section
                                364(d)(1) and such senior first priority liens
                                shall not be subordinated, altered or affected
                                by any plan of reorganization (or liquidation)
                                filed by or on behalf of the Debtors or one or
                                more third parties, or otherwise, or by the
                                incurrence at any time from and after the date
                                hereof of indebtedness pursuant to Section 364
                                of the Bankruptcy Code, or otherwise. By way of
                                clarification, the Debtors' obligations to make
                                any unfunded Collateral Replenishment Obligation
                                payments, whether or not a payment is due,
                                constitute senior first priority secured claims
                                granted pursuant to 11 U.S.C. ss. 364(d), senior
                                in all respects, including right of
                                distribution, and are not subject to
                                subordination, as against all assets of the
                                Debtors' estate, including as against the
                                proceeds realized upon the liquidation of such
                                assets, such that under all circumstances,
                                Liberty will receive the first proceeds from the
                                liquidation of any assets of the Debtors'
                                estates to satisfy the unfunded amount of the
                                Collateral Replenishment Obligations, to be held
                                or applied by Liberty against the Liberty
                                Secured Administrative Expense Claim.


SECTION 6         1.    In the event the Debtors shall (a) seek to confirm one
                        or more reorganization plans pursuant to 11
PLAN OF                 U.S.C.ss.1129 (a "Plan"), including a Plan that
REORGAN-                incorporates a sale of a material portion of the assets
IZATION                 of the Debtors, or (b) enter into, or seek Bankruptcy
                        approval of, one or more asset purchase (or similar)
                        agreements, including pursuant to 11 U.S.C. ss. 363; and
                        provided that under either (a) or (b) above: (i) such
                        Plan or sale(s) results in the continued operation of
                        the business of the Debtors using substantially the same
                        assets as are being utilized by the Debtors as of the
                        date hereof (exclusive of assets disposed of in
                        compliance with Section 8 herein) and operating under
                        agreements and contracts that are the subject of the
                        existing Liberty/ANC Bonds as of the date hereof which
                        account for not less than ninety percent (90%) of the
                        aggregate bond penal sums of the Liberty/ANC bonds as of
                        the date hereof (after giving effect to reductions in
                        the aggregate total penal sums of the Liberty/ANC bonds
                        effectuated through permanent discharge and satisfaction
                        of bond liabilities resulting from such sale or plan
                        without any loss or other payment being made under such
                        bonds by Liberty) (with the foregoing circumstance,
                        whether effectuated pursuant to a Plan or by sale(s),
                        being referred to herein as a "Reorganization
                        Scenario"); (ii) the Successor Entity (as defined below)
                        assumes all the responsibilities, obligations and



                                       13
<PAGE>

                        liabilities of the Debtors as provided for in the STS
                        Approval Order and the Liberty Order; and (iii) the
                        provisions of either Section 6.1.I or 6.1.II, below, are
                        satisfied in full; then Liberty agrees that: (x) the
                        Successor Entity shall be permitted to assume the rights
                        and obligations of the Debtors provided for in the STS
                        Approval Order; and (y) the provisions of 11 U.S.C. ss.
                        1129(a)(9)(A) will be deemed satisfied with respect to
                        the treatment of the Liberty Secured Administrative
                        Expense Claim. Nothing in the STS Approval Order will
                        require Liberty to consent to any Plan or any motion to
                        sell assets that does not satisfy all of the conditions
                        set forth above.

                                    I. REORGANIZATION/SALE OPTION #1.

                           a.       all Collateral Installment Payments (whether
                                    or not due), fees, expenses, premiums, and
                                    other payments (including any payments due
                                    under Section 8 of this STS (the "Sale
                                    Payments")) that are unpaid as of the date
                                    of the entry of an order confirming such
                                    Plan or approving such sale(s) will be
                                    accelerated, and shall be due and paid not
                                    later than: (i) with respect to a sale, the
                                    date such sale first closes, and (ii) with
                                    respect to a Plan, the earlier of (x) the
                                    date such Plan becomes effective, or (y) the
                                    date of any distribution on account of
                                    administrative, secured or unsecured claims
                                    (the "Effective Date"). Liberty shall
                                    continue to retain all cash collateral held
                                    by it (including the Pre-Petition Liberty
                                    Cash Collateral, Liberty Post-Petition Cash
                                    Collateral, Replenishments and Collateral
                                    Installment Payments and Supplemental Cash
                                    Collateral), subject to the terms and
                                    conditions set forth in the other Sections
                                    of this STS; and as against which Liberty
                                    will have a senior first priority lien and
                                    security interest, which shall not be
                                    altered, affected or subject to
                                    subordination at any time and which will
                                    constitute cash collateral securing, and be
                                    available to be applied against, all
                                    obligations to Liberty of the Debtors, the
                                    reorganized Debtors and the Successor
                                    Entity, including the obligations on account
                                    of the Liberty Secured Administrative
                                    Expense Claim (for the purposes of this STS,
                                    the term "Successor Entity" shall mean the
                                    person or entity that is the successor or
                                    acquirer under the Plan or any sales
                                    agreement, to or of the Debtors' rights and
                                    interests in and to the operating assets and
                                    agreements pursuant to which the Debtors
                                    currently operate their businesses, whether
                                    considered a successor in interest by
                                    operation of law, agreement or statute, or
                                    by virtue of practical application);

                           b.       the obligation to pay the Collateral
                                    Replenishment Obligations will be assumed
                                    (in a form and substance acceptable to
                                    Liberty in its sole discretion) by the
                                    Successor Entity;

                           c.       the Successor Entity must assume the
                                    Debtors' obligations under the Assumed
                                    Indemnity Agreements and, at Liberty's
                                    option in Liberty's sole discretion, the
                                    Successor Entity must execute a General
                                    Agreement of Indemnity in form and content
                                    acceptable to Liberty; and

                           d.       all liens and security interests as provided
                                    for pursuant to the Liberty Order as
                                    modified or supplemented pursuant to the STS
                                    Approval Order shall continue as liens and
                                    security interests against the same assets
                                    and at no lower level of priority than



                                       14
<PAGE>

                                    exists as of the day following the entry of
                                    the STS Approval Order, and whether or not
                                    such assets are acquired by the Successor
                                    Entity. If any such non-acquired assets are
                                    otherwise sold, Liberty's liens and security
                                    interests shall attach to the proceeds of
                                    such sale, and shall be treated as though it
                                    were a Transaction under a Liquidation
                                    Scenario (as these terms are defined in
                                    Section 7, below).

                                    II. REORGANIZATION/SALE OPTION #2.

                           a.       All fees, expenses, premiums and Collateral
                                    Installment Payments that are unpaid as of
                                    the Effective Date will be accelerated and
                                    shall be immediately due and paid to Liberty
                                    not later than the Effective Date, and
                                    Liberty shall continue to retain all cash
                                    collateral held by it subject to the
                                    provisions of subparagraph 6.1.II(b) below
                                    (including the Pre-Petition Liberty Cash
                                    Collateral, Liberty Post-Petition Cash
                                    Collateral (including Supplemental Cash
                                    Collateral), Replenishments and the
                                    Collateral Installment Payments), as against
                                    which Liberty will have a senior first
                                    priority lien and security interest, and
                                    which shall not be altered, affected or
                                    subject to subordination at any time and
                                    which will constitute cash collateral
                                    securing, and be available to be applied
                                    against, all obligations to Liberty of the
                                    Debtors, the reorganized Debtors and the
                                    Successor Entity, including obligations on
                                    account of the Liberty Secured
                                    Administrative Expense Claim;

                           b.       Liberty shall receive not later than the
                                    Effective Date an additional cash collateral
                                    payment such that the total amount of cash
                                    collateral being held by Liberty (excluding
                                    Supplemental Cash Collateral already in
                                    Liberty's possession and any Replenishments
                                    received by Liberty) shall be equal to 75%
                                    of the Adjusted Penal Maximum, and it is
                                    hereby agreed that, upon receipt of the
                                    foregoing, the amount of such 75% cash
                                    collateral that exceeds 50% of the Adjusted
                                    Penal Maximum shall be treated as
                                    Supplemental Cash Collateral, and all of the
                                    additional cash collateral provided pursuant
                                    to this Section 6.1.II.b shall be entitled
                                    to the same protections as provided for in
                                    Section 6.1.II(a) above. Such 75% cash
                                    collateral shall not be subject to any
                                    Installment Credit at any time,
                                    notwithstanding any other provisions set
                                    forth in this STS, except that should the
                                    Successor Entity and Liberty agree in
                                    writing that the Adjusted Penal Maximum will
                                    be permanently reduced, then as part of said
                                    agreement Liberty shall return to the
                                    Successor Entity any cash collateral
                                    (excluding Supplemental Cash Collateral) in
                                    excess of the amount that shall be 50% of
                                    the new, reduced Adjusted Penal Maximum;

                           c.       the obligation to pay Collateral
                                    Replenishment Obligations (which shall not
                                    be included in the calculation of the 75%
                                    Cash Collateral referred to in Section
                                    6.1.II(b) above), will be assumed (in a form
                                    and substance acceptable to Liberty in its
                                    sole discretion) by the Successor Entity;

                           d.       The Successor Entity must assume the
                                    Debtors' obligations under the Assumed




                                       15
<PAGE>

                                    Indemnity Agreement and, at Liberty's option
                                    in Liberty's sole discretion, the Successor
                                    Entity must execute a General Agreement of
                                    Indemnity in form and content acceptable to
                                    Liberty; and

                           e.       Liberty shall have exclusive, valid and
                                    perfected first priority liens on and
                                    security interests in (i) the stock of
                                    International Automotive Group Insurance
                                    Company, Ltd. ("IAG") and (ii) that portion
                                    of the stock of the Foreign Subsidiaries
                                    which was not physically pledged on or prior
                                    to August 30, 2001 and which is not now in
                                    the possession of Congress Financial
                                    Corporation (Florida), exclusive of those of
                                    the Foreign Subsidiaries sold in compliance
                                    with the provisions of this STS prior to the
                                    date of any transaction with respect to
                                    which this Section 6 is or becomes
                                    operative, which in the case of both (i) and
                                    (ii) shall (A) be senior first priority
                                    liens and security interests pursuant to 11
                                    U.S.C.ss.364(d), which liens and security
                                    interests may not be altered, affected or
                                    subordinated at any time by the incurrence
                                    at any time of any indebtedness pursuant to
                                    Section 364 of the Bankruptcy Code, or
                                    otherwise, and (B) simultaneously with the
                                    closing of any transaction with respect to
                                    which this Section 6 becomes operative,
                                    including consummation of a Plan, continue
                                    to be exclusive, valid and perfected first
                                    priority liens in the same assets and the
                                    Successor Entity shall execute any and all
                                    agreements and acknowledgement deemed
                                    appropriate by Liberty, in its sole
                                    discretion, to confirm, record or perfect
                                    same. Except for the aforesaid liens in IAG
                                    and the Foreign Subsidiaries and Liberty's
                                    rights and interests in the cash collateral
                                    referred to in Section 6.1.II(a), (b) and
                                    (c), upon the satisfaction of all conditions
                                    and provisions set forth in this Section
                                    6.1.II, Liberty will consent to the release
                                    of all other liens and security interests of
                                    Liberty in other assets of the Debtors
                                    estates, and shall consent in writing to
                                    release the Debtors from the provisions of
                                    paragraphs 5, 8, 9 and 14-17 of the June 28,
                                    2002 Corrected Amended Deutsche Bank Order
                                    [Docket No. 2489] (the "DeutscheBank
                                    Order").

                  2.       Upon the occurrence of any transaction with respect
                           to which this Section 6 is or becomes operative, (a)
                           all references in the STS Approval Order and in the
                           Liberty Order to the Debtors or any of them shall be
                           deemed modified to include the Successor Entity, and
                           (b) in addition to those Events of Default set forth
                           in the March 13 Term Sheet and this STS, any default
                           under the Liberty Indemnity Agreements shall
                           constitute an Event of Default under this STS without
                           regard to those modifications to the Liberty
                           Indemnity Agreements set forth in Sections 3.2, 3.3
                           and 3.4 of the March 13 Term Sheet.

SECTION 7         1.       Any event, occurrence or transaction (a
                           "Transaction") that does not constitute a
LIQUIDATION                Reorganization Scenario as described in Section
                           6.1(a) above, which provides for, or results in, a
                           sale, transfer, assignment or other



                                       16
<PAGE>

                           disposition of assets or interests of one or more of
                           the Debtors against which assets or interests Liberty
                           holds a security interest, shall be considered a
                           "Liquidation Scenario", whether such Transaction is
                           effectuated under or pursuant to a Plan confirmed
                           under section 1129 of the Bankruptcy Code or pursuant
                           to sections 105, 363 or 365 of the Bankruptcy Code,
                           or otherwise, and whether pursuant to Chapter 11 or
                           Chapter 7 of the Bankruptcy Code.

                  2.       Any proceeds resulting from a Transaction shall first
                           be applied to pay all Unpaid Replenishment
                           Obligations to Liberty, and thereafter, any funds in
                           excess of the amounts necessary to satisfy the
                           secured claims of the entities holding valid,
                           perfected and unavoidable security interests in such
                           assets senior to those of Liberty: (i) shall be paid
                           to, and shall become the property of, Liberty to the
                           extent of any liquidated, non-contingent due and
                           owing obligation of the Debtors to Liberty or due and
                           owing claim of Liberty against the Debtors, and (ii)
                           shall, subject to Section 7.3 below, to the extent of
                           any contingent or unliquidated claim of Liberty or
                           obligation of the Debtors, be paid to Liberty equal
                           in amount to the Liberty Secured Administrative
                           Expense Claim (after crediting the amount of other
                           cash collateral being held by Liberty at such time),
                           until such time as there shall be no further
                           contingent or unliquidated claims or obligations
                           owing to Liberty.

                  3.       To the extent any contingent or unliquidated claims
                           of Liberty against the Debtors or obligations of the
                           Debtors to Liberty become actually liquidated (and
                           not deemed liquidated as per this STS), any cash
                           collateral held by Liberty may be applied against
                           such claims or obligations. Liberty may also use such
                           cash collateral to obtain a discharge and release of
                           its obligations under or relating to any Liberty/ANC
                           Bonds. All dividend income and/or interest earned on
                           funds held by Liberty shall accrue and will
                           constitute additional cash collateral. At such time
                           as all liability (contingent or otherwise) of Liberty
                           shall have been extinguished, discharged and
                           terminated, any amounts remaining shall be returned
                           to the Debtors or held by Liberty subject to the
                           entry of further order by the Bankruptcy Court, or
                           may, at Liberty's option be deposited with the Clerk
                           of the Court, and in such case Liberty shall have not
                           further obligation or liability in connection with
                           such funds. In a Liquidation Scenario, in no event
                           will any holder of a claim or interest which is
                           subordinate to Liberty in any collateral or right of
                           payment be entitled to receive any distribution until
                           Liberty has been paid or cash collateralized in full.

SECTION 8         1.       On any sale of the Debtors' assets in one or more
                           transactions outside of the ordinary course of
ASSET SALES                business, (other than sales of the Debtors' interests
                           in IAG, the Foreign Subsidiaries or the Fleet Equity
                           which are governed by Section 8.2, 8.3 and 8.4
                           below), the Net Proceeds (as defined below) shall be
                           applied and delivered as follows: (i) first to those
                           creditors, if any, which have valid, perfected liens
                           in the assets sold senior to Liberty, as a permanent
                           reduction in the Debtors' obligations to those


                                       17
<PAGE>

                           creditors; and (ii) second, to Liberty, as
                           accelerated payments of unpaid Collateral Installment
                           Payments, in reverse order of scheduled payment,
                           PROVIDED, HOWEVER, that once all Collateral
                           Installment Payments have been paid, the Debtors
                           shall be permitted to utilize the Net Proceeds
                           without regard to this Section 8.1. PROVIDED FURTHER,
                           HOWEVER, that this Section 8.1 shall be null and void
                           if at the time of any sale of an asset described in
                           this Section 8.1, the Debtors are not operating their
                           businesses in the ordinary course of business, or if
                           the Debtors, a trustee or a successor to or agent of
                           the Debtors is pursuing a liquidation of the assets
                           of the estate, including under either Chapter 7 or 11
                           of the Bankruptcy Code.

                  2.       With respect to any Interest Sale (as defined below)
                           by the Debtors of either IAG or any of the Foreign
                           Subsidiaries: (i) in the case of an Interest Sale of
                           the Shared Foreign Subsidiaries, 17.5% of the Net
                           Proceeds, and in the case of an Interest Sale of any
                           of the Other Foreign Subsidiaries or of IAG, 50% of
                           the Net Proceeds, shall be delivered to Liberty as
                           Supplemental Cash Collateral (see Section 8.7 below),
                           and (ii) in the case of an Interest Sale of any of
                           the Shared Foreign Subsidiaries, up to an additional
                           17.5% of Net Proceeds, and in the case of an Interest
                           Sale of any of the Other Foreign Subsidiaries or of
                           IAG, up to an additional 50% of the Net Proceeds, not
                           to exceed the then aggregate amount of all unpaid
                           Collateral Installment Payments, shall be delivered
                           to Liberty and applied against said payments in
                           reverse order of scheduled payment, PROVIDED,
                           HOWEVER, that once all Collateral Installment
                           Payments have been paid, the Debtors shall be
                           permitted to utilize the remaining Net Proceeds that
                           would otherwise have been payable to Liberty under
                           this Section 8.2(ii). Nothing in this Section 8.2
                           shall in any way diminish, affect or modify Liberty's
                           subordinated liens and security interests or
                           otherwise affect the Liberty Protections with respect
                           to the remainder of the considerations generated by
                           reason of an Interest Sale of the Foreign
                           Subsidiaries. PROVIDED FURTHER, HOWEVER, if at the
                           time of any sale of an asset described in this
                           Section 8.2, the Debtors are not operating their
                           businesses in the ordinary course of business, or if
                           the Debtors, a trustee or a successor to or agent of
                           the Debtors is pursuing a liquidation of the assets
                           of the estate, including under either Chapter 7 or 11
                           of the Bankruptcy Code, then the Debtors shall not be
                           entitled to and shall not receive any of the net
                           proceeds otherwise payable to them under this Section
                           8.2, all of which shall be paid to Liberty. Under
                           such circumstances, no person other than Liberty
                           shall have any rights to or interest in the net
                           proceeds specified in this Section 8.2.

                  3.       Additionally, if the "Base Net Equity" of IAG or the
                           Foreign Subsidiaries (which is defined as the
                           respective Net Worth of IAG and the Foreign
                           Subsidiaries as set forth on each of their December



                                       18
<PAGE>

                           31, 2002 Balance Sheets) is ever reduced by ten
                           percent (10%) or more, and said reduction results
                           from circumstances other than the payment of losses
                           in the normal course of business (an "Equity
                           Transaction"), then the Net Proceeds generated by
                           said Equity Transaction(s) shall be subject to the
                           provisions of Section 8.2 (i) and (ii), above. For
                           the avoidance of doubt, Equity Transactions include,
                           without limitation, intercompany loans and the fees
                           paid to any affiliate of any of the Debtors, or any
                           officer or director of any of the Debtors or of any
                           affiliate of any of the Debtors, or the payment of
                           dividends.

                  4.       With respect to any Interest Sale of Fleet Equity,
                           the Debtors shall deliver to Liberty cash collateral
                           equal to the difference between 75% of the Adjusted
                           Penal Maximum and the amount of cash collateral
                           (excluding Supplemental Cash Collateral and excluding
                           any Replenishments received by Liberty), PROVIDED,
                           HOWEVER, under no circumstances shall Debtors be
                           required to deliver cash collateral in excess of the
                           Penal Maximum. Such amounts received by Liberty
                           pursuant to this Section 8.4 shall be considered
                           Supplemental Cash Collateral (see Section 8.7 below).
                           Upon receipt by Liberty of the sums required by this
                           Section 8.4, Liberty will consent to the release of
                           its liens and interest in the Fleet Equity, and shall
                           release the Debtors from the provisions of paragraphs
                           5, 8, 9 and 14-17 of the DeutscheBank Order. Liberty
                           also agrees to consent to being primed on its Fleet
                           Equity interest by a financing the purpose of which
                           is to obtain funds to provide Liberty with the cash
                           collateral payments set forth in this Section 8.4,
                           provided that any order or agreement relating to such
                           financing and/or priming specifically provides, to
                           the satisfaction of Liberty, that as a condition
                           therefor Liberty shall receive such payments in full.

                  5.       For purposes of this Section of the STS, "Net
                           Proceeds" shall mean all cash, cash equivalents or
                           other considerations of any kind, nature or
                           description whatsoever, as and when the same are
                           liquidated to cash or cash equivalents, less all
                           reasonable, direct costs and expenses incurred in
                           connection with such sale including, by way of
                           example and not limitation, reasonable professional
                           fees, broker's commissions, transfer or similar
                           taxes, title insurance costs and recording fees.
                           "Interest Sale" shall mean any sale or other
                           transaction by which the Debtors' liquidate or
                           monetize all or any portion of the assets or the
                           economic value of, or their equity interests in, IAG,
                           any of the Foreign Subsidiaries or Fleet Equity.

                  6.       Notwithstanding anything in the STS Approval Order to
                           the contrary, upon Liberty's receipt of any Net
                           Proceeds pursuant to this Section 8, such proceeds



                                       19
<PAGE>

                           shall be treated as both Liberty Post-Petition Cash
                           Collateral and Supplemental Cash Collateral.

                  7.       Supplemental Cash Collateral (a) shall not be
                           credited towards any of the Collateral Installment
                           Payments or any of the Collateral Replenishment
                           Obligations; (b) shall be Liberty Post-Petition Cash
                           Collateral upon receipt; (c) may not be utilized to
                           generate an entitlement on the part of the Debtors to
                           an Installment Credit, or taken into account in any
                           of the calculations related to cash collateral
                           matters set forth in Section 2, Sections 3.3 or 3.4,
                           or in Sections 6 or 8; and (d) notwithstanding any
                           other provisions of this STS, may continuously be
                           retained and held by Liberty, without any obligation
                           on the part of Liberty to return any part thereof to
                           the Debtors until (i) Liberty has been fully
                           discharged and released of all risks and liabilities
                           under all Liberty/ANC Bonds (as determined by
                           Liberty, in its sole discretion), or (ii) the total
                           amount of cash collateral held by Liberty exceeds
                           100% of the Penal Maximum, in which case such
                           Supplemental Cash Collateral shall be returned to the
                           Debtors to the extent of such excess.

SECTION 9         1.       ANC shall continue to pay all costs, expenses and
                           fees, including reasonable fees and disbursements of
BOND                       attorneys, financial advisors or other consultants,
PREMIUMS                   incurred by Liberty (referred to collectively
AND EXPENSES               hereafter as the "Liberty Costs"). In lieu of any
                           procedures heretofore authorized, and without the
                           necessity of any notice or further order of the
                           Bankruptcy Court, (i) on not more than a monthly
                           basis, Liberty shall submit one or more statements
                           setting forth the Liberty Costs to ANC, accompanied
                           by documentation of same; and (ii) ANC shall remit to
                           Liberty the amount of said Liberty Costs by check
                           issued not later than ten (10) days following receipt
                           of same, sent by overnight mail to the attention of
                           Molly Morris, Liberty Bond Services, 450 Plymouth
                           Road, Suite 400, Plymouth Meeting, PA, 19462, or such
                           other person or place as Liberty may designate in
                           writing.

                  2.       Commencing February 24, 2003, the Bond premium rate
                           shall be $15.00 per thousand for all bonds that are
                           issued, increased, renewed, continued, reinstated or
                           replaced, including all bond transactions still
                           pending from the Liberty Order. This rate shall also
                           apply to all annual premiums on "continuous (until
                           canceled)" bonds, including those annual premiums
                           that are past due but which have not yet been billed
                           to ANC.


SECTION 10        The following shall be conditions precedent to the STS
                  Approval Order becoming effective and binding on Liberty and
CONDITIONS        the Debtors, any or all of which may be waived by Liberty in
PRECEDENT         its sole discretion:

                  1.       AutoNation shall consent in writing, on or prior to
                           the date that this STS is considered for approval by


                                       20
<PAGE>

                           the Bankruptcy Court, to all of the terms of this
                           STS, and agree that its indemnity for the AIG Retro
                           Bond remains in full force and effect. AutoNation
                           shall also consent to the form of the STS Approval
                           Order and any interim orders.

                  2.       Any orders of the Bankruptcy Court relating to the
                           approval of the STS, whether interim or otherwise,
                           shall be subject to Liberty's consent, in its sole
                           discretion.

                  3.       Any orders of the Bankruptcy Court approving the
                           Chrysler Agreement or any Debtor-in-Possession
                           financing facility shall have been consented to by
                           Liberty, in its sole discretion.

                  4.       The STS Approval Order shall have become a Final
                           Order, unless waived in writing by Liberty.

                  5.       If the STS is approved on an interim basis only, the
                           order referred to herein as the Final STS Approval
                           Order must be approved by the Bankruptcy Court no
                           later than March 19, 2003, and become the Final STS
                           Approval Order no later than March 29, 2003.

                  Notwithstanding anything in this Section 10 to the Contrary,
                  if an interim order approving the STS is entered with
                  Liberty's consent, the relief provided for therein will not be
                  affected in the event that Liberty does not consent to any
                  further orders or this STS does not continue to be effective
                  due to the failure of a condition precedent which failure is
                  not waived by Liberty.

SECTION 11        Each of the following shall constitute an "Event of Default"
                  hereunder (after the time periods in section 4 of the March 13
EVENTS OF         Term Sheet have elapsed with respect to the Events of Default
DEFAULT           set forth therein, and after the time periods set forth in
                  Section 12 of this STS have elapsed with respect to the Events
                  of Default set forth herein):

                  1.       each of the Events of Default set forth in the March
                           13 Term Sheet;

                  2.       the Debtor's failure to (a) close upon an interim DIP
                           financing facility acceptable to Liberty, in its sole
                           discretion, by March 16, 2003; and (2) close upon a
                           finally approved DIP financing facility by March 31,
                           2003;

                  3.       The cessation of continued funding (or rollover of
                           notes) by MBIA or of other existing vehicle financing
                           facilities, IF either (a) the Debtors fail to close
                           upon a replacement facility within thirty (30) days
                           of such cessation, or (b) Liberty notifies the
                           Debtors that Liberty has determined, in the exercise
                           of good faith, that the terms upon which Debtors
                           propose to secure a replacement facility materially
                           increase Liberty's risk as surety when compared to
                           the terms of the MBIA or other predecessor facility;

                  4.       The sending of a "notice of acceleration" or similar
                           notice triggering collateral liquidation by any
                           entity that provided or provides pre-petition or



                                       21
<PAGE>

                           post-petition fleet financing to or for the benefit
                           of any of the Debtors or any of their subsidiaries or
                           affiliates and/or any of the lessor, lessee or issuer
                           special purpose entities involved in the fleet
                           utilized by any of the Debtors or any of their
                           subsidiaries or affiliates;

                  5.       The Debtor's failure to deliver any Collateral
                           Installment Payment or any Collateral Replenishment
                           Obligation when due;

                  6.       any default of the borrowers that has not been cured
                           within the applicable periods, or has not been waived
                           by the lenders, with respect to any postpetition
                           lending and/or financing agreement, including but not
                           limited to any DIP lending agreement, and any vehicle
                           financing agreement;

                  7.       any (a) violation or alleged violation by the Debtors
                           of a then currently applicable order authorizing the
                           use of cash collateral, regardless of whether such
                           violation is challenged or contested by Debtors so
                           long as no determination as to the existence of such
                           violation has been made or rendered by the court; and
                           (b) termination or expiration of the Debtors'
                           authorization to use cash collateral, or the entry of
                           any order or finding by the court that the Debtors
                           have violated the terms of an order authorizing the
                           use of cash collateral;

                  8.       the Debtors' failure to remit to Liberty any premium
                           or expense reimbursement when due;

                  9.       the Debtors' sale or other disposition of any
                           material asset or portion of their assets, or of all
                           or substantially all of their assets (individually or
                           as a group) without fully complying with Section 6,
                           Section 7 or Section 8 of this STS;

                  10.      except on the terms set forth in this STS, if one or
                           more of the Debtors shall file a plan of
                           reorganization, or shall fail to object to any plan
                           of reorganization filed by another party, or if
                           notwithstanding such objection, such plan is
                           confirmed over Liberty's objection, which does not
                           provide for (x) payment of cash collateral to Liberty
                           equal to 100% of the Liberty Secured Administrative
                           Expense Claim, and (y) Liberty to hold (or apply) all
                           such cash collateral until all outstanding surety
                           bonds, risks or exposure of Liberty has been
                           indefeasibly discharged and terminated;

                  11.      if, at any time, the Maximum Penal Amount exceeds
                           $126 million, and ANC has failed to cure this default
                           within the cure period established in Section 12,
                           below;

                  12.      the Debtors file one or more plans of reorganization
                           that is not fully consistent with the provisions of
                           Section 6.1.I. or II. of this STS; and

                  13.      in the event of a Liquidation Scenario as provided
                           for under Section 7 of this STS, or of the filing of
                           a motion in furtherance of a Liquidation Scenario,
                           which Liquidation Scenario or motion is not fully
                           consistent with the provisions of Section 7 of this
                           STS;



                                       22
<PAGE>

                  14.      the entry of any order that violates Section 4.2 or
                           4.3 of this STS;

                  15.      Any breach of Sections 8.2 or 8.3 of this STS;

                  16.      any representation or warranty made by any of the
                           Debtors herein or in any other document, certificate,
                           filing, financial or other statement furnished or
                           filed by it at any time under or in connection with
                           this STS, Debtors' Bankruptcy Cases or in connection
                           with the procurement of any surety bonding, shall
                           have been incorrect in any material respect on or as
                           of the date made or deemed made.

                  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 STS with respect to any and
                  all defaults or other or subsequent defaults.

SECTION 12        1.       Immediately upon the occurrence of any Event of
                           Default set forth in Section 11 of this STS, numbered
REMEDIES AND               paragraphs 1, 2, 3, 4, 5, 6, 7 , 9, 10, 12, 13, 14,
RIGHTS UPON                15 and 16, or upon the occurrence of any Event of
EVENT OF                   Default set forth in Section 11, numbered UPON EVENT
DEFAULT                    OF DEFAULT paragraphs 8 and 11 of this STS which
                           remains uncured for five (5) business days following
                           the date of transmission of notice of such default to
                           ANC, then, in addition to any of Liberty's rights
                           under the Liberty Order, without any notice to any
                           other party and without further order of the
                           Bankruptcy Court:

                           a)       The full amount of the all Unpaid
                                    Replenishment Obligations shall be
                                    accelerated and due immediately.

                           b)       All Collateral Installment Payments not yet
                                    paid shall be accelerated and due
                                    immediately.

                           c)       Notwithstanding anything to the contrary in
                                    the Liberty Order or the STS Approval Order,
                                    Liberty may cancel any and all surety bonds
                                    issued by Liberty on behalf of ANC, its
                                    subsidiaries or affiliates without the prior
                                    consent of ANC or further order of the
                                    court, EXCEPT THAT without affecting in any
                                    way the applicability of subparts (a), (b),
                                    (d) and (e) of this Section 12, Liberty
                                    shall not, absent any other default, cancel
                                    outstanding surety bonds without ANC's
                                    consent (A) with respect to Section 11.4,
                                    during the period after the sending of any
                                    "notice of acceleration" and prior to
                                    commencement of any collateral liquidation
                                    or the issuance of a determination or
                                    acknowledgment of the validity of the
                                    "notice of acceleration," and (B) with
                                    respect to Section 11.7, during the period
                                    after any event described in Section 11.7(a)
                                    and prior to the occurrence of any event,
                                    described in Section 11.7(b).

                           d)       Notwithstanding anything to the contrary in
                                    the Liberty Order or the STS Approval Order,



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<PAGE>

                                    Liberty shall no longer have any obligation
                                    to renew, continue, extend, issue or
                                    increase any surety bonds.

                           e)       The provisions of Sections 3.4, Section 6
                                    and of Sections 8.1 and 8.2 of this STS
                                    shall no longer be effective or enforceable
                                    as against Liberty, at Liberty's option and
                                    sole discretion. Such sections shall remain
                                    fully enforceable against the Debtors,
                                    regardless of whether Liberty exercises its
                                    option under this paragraph with respect to
                                    any of such sections.

                  2.       Liberty and the Debtors shall be entitled to an
                           emergency court hearing on the merits within no later
                           than five (5) days after the filing and service on
                           respective counsels for the Debtors, Liberty, MBIA,
                           Congress, Lehman and the Creditors Committee of any
                           motion by the Debtors or Liberty for a determination
                           that an Event of Default exists or does not exist.
                           Notice may be made by overnight mail, facsimile or
                           email transmission.

                  3.       Nothing herein will affect the remedies and rights
                           upon Event of Default set forth in Section 4 of the
                           March 13 Term Sheet.


SECTION 13        All ANC non-debtor subsidiaries and/or affiliates that
                  executed any Surety Bond Guarantee and Assumption Agreement in
                  connection with the Liberty/ANC Pre-Petition Agreement or the
                  NON-DEBTORS Pre-Petition Secured Creditor Agreements shall
                  execute an agreement, in a form and substance acceptable to
                  Liberty in its sole discretion, confirming that neither the
                  execution nor the implementation of this STS (including all
                  actions and documents contemplated or permitted by this STS)
                  shall in any way affect, impair, alter or modify their
                  obligations and liabilities under the Surety Bond Guarantee
                  and Assumption Agreement. Within twenty (20) business days
                  after the entry of the STS Approval Order, ANC shall cause all
                  non-Debtor subsidiaries and/or affiliates to execute and
                  deliver to Liberty the agreements described herein, and any
                  other document necessary to effectuate the terms of the STS.






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