<PAGE>   1
                                                                     Exhibit 4.1


                                SECOND AMENDMENT

                  SECOND AMENDMENT, dated as of March 29, 2001 (this
"AMENDMENT"), to the Amended and Restated Senior Loan Agreement, dated as of
June 30, 2000 (as heretofore amended, supplemented or otherwise modified, the
"SENIOR LOAN AGREEMENT"), among ANC RENTAL CORPORATION, a Delaware corporation
(the "COMPANY"), the several Lenders from time to time parties thereto, LEHMAN
BROTHERS INC., as sole advisor, sole lead arranger and sole book manager, and
LEHMAN COMMERCIAL PAPER INC., as syndication agent and as administrative agent
(in such capacity, the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Company has requested that the Lenders amend
certain provisions of the Senior Loan Agreement; and

                  WHEREAS, the Lenders have agreed to amend the Senior Loan
Agreement, but only upon the terms and subject to the conditions set forth
below;

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration, the receipt
of which is hereby acknowledged, the Company, the Lenders and the Agents hereby
agree as follows:

                  1. DEFINITIONS. All terms defined in the Senior Loan Agreement
shall have such defined meanings when used herein unless otherwise defined
herein.

                  2. AMENDMENT OF SECTION 1.1 (DEFINED TERMS). Section 1.1 of
the Senior Loan Agreement is hereby amended by:

                  (a) deleting the defined terms "LOAN DOCUMENTS" and "MATERIAL
ADVERSE EFFECT" in their entirety; and

                  (b) inserting the following defined terms in their appropriate
alphabetical order:

                           ""CASH COLLATERAL AGREEMENT": the Collateral and
                  Control Agreement, to be executed by the Company in favor of
                  the Administrative Agent, in form and substance reasonably
                  satisfactory to the Administrative Agent, as the same may be
                  amended, supplemented or otherwise modified from time to time.

                           "CASH FLOW FORECAST":  as defined in Section 5.12.

                           "COLLATERAL": all property, whether real or personal,
                  of the Loan Parties, now owned or hereafter acquired, upon
                  which a Lien is purported to be created by any Collateral
                  Document.

                           "COLLATERAL AGREEMENT": the Collateral Agreement, to
                  be executed by the Company in favor of the Collateral Trustee,
                  for the benefit of the Lenders and Liberty, if a party
                  thereto, in form and substance reasonably satisfactory to the




<PAGE>   2
                                                                               2


                  Administrative Agent, as the same may be amended, supplemented
                  or otherwise modified from time to time.

                           "COLLATERAL DOCUMENTS": the collective reference to
                  the Collateral Agreement, the Cash Collateral Agreement, the
                  Intercreditor Agreement and the Trust Agreement and all other
                  security documents hereafter delivered to the Collateral
                  Trustee or the Administrative Agent granting a Lien on any
                  property, whether real or personal, of any Person to secure
                  the obligations and liabilities of any Loan Party under any
                  Loan Document.

                           "COLLATERAL TRUSTEE": the collateral trustee to be
                  designated pursuant to the Trust Agreement.

                           "EXCLUDED FOREIGN SUBSIDIARIES": any Foreign
                  Subsidiary in respect of which (a) no election has been made
                  by the Company to treat such Foreign Subsidiary as a branch
                  for United States tax purposes or (b) total net assets of such
                  Foreign Subsidiary (as shown on the most recent balance sheet
                  of such Foreign Subsidiary delivered to the Administrative
                  Agent) aggregates an equivalent of $5,000,000 or less. Any
                  Foreign Subsidiary which is owned by another Subsidiary that
                  constitutes an Excluded Foreign Subsidiary pursuant to clause
                  (a) of the foregoing sentence shall be an Excluded Foreign
                  Subsidiary.

                           "FINANCE COMPANIES": the collective reference to ANC
                  Rental Funding Corp., National Car Rental Financing Corp.,
                  National Car Rental Financing LP, Car Temps Financing, LLC,
                  Alamo Financing, LP, Alamo Financing, LLC, ARG Funding
                  Corporation, ANC Financial Corporation, ANC Financial GP
                  Corporation, CarTemps Financing, LP, Spirit Leasing, Inc. and
                  any of their respective successors and any finance Subsidiary
                  of the Company established in the future.

                           "INTERCREDITOR AGREEMENT": the Amended and Restated
                  Intercreditor Agreement, to be executed by the Company, the
                  Subsidiary Guarantors, the Collateral Trustee and the
                  administrative agents under the New Credit Facility, in form
                  and substance reasonably satisfactory to the Administrative
                  Agent, as the same may be amended, supplemented or otherwise
                  modified from time to time.

                           "LOAN DOCUMENTS": this Agreement, the Warrant
                  Agreement, the Escrow Agreement, the Debt Registration Rights
                  Agreement, the Equity Registration Rights Agreement, the Loan
                  Notes, the Subsidiary Guarantees and the Collateral Documents.

                           "LIBERTY": Liberty Mutual Insurance Company, in its
                  capacity as the provider of surety bonds and similar
                  undertakings for the account of the Company and its
                  Subsidiaries.

                           "MATERIAL ADVERSE EFFECT": a material adverse effect
                  on (a) the business, assets, property, condition (financial or
                  otherwise) or prospects of the Company and its Subsidiaries
                  taken as a whole; (b) the validity or enforceability of the




<PAGE>   3
                                                                               3


                  Agreement or any other Loan Document, or any New Credit
                  Facility Documents or the rights or remedies of the Lenders
                  hereunder or thereunder; (c) the legality, validity,
                  enforceability, perfection or priority of the Liens of the
                  Collateral Trustee on the Collateral taken as a whole; or (d)
                  the Collateral or the value of the Collateral taken as a
                  whole.

                           "MORTGAGED PROPERTIES": any parcel of real property
                  owned by the Company or any Subsidiary Guarantor which is
                  acceptable to the Administrative Agents and as to which the
                  Collateral Trustee, for the benefit of the Lenders. shall be
                  granted a Lien pursuant to a Mortgage.

                           "MORTGAGES": each of the mortgages and deeds of trust
                  to be made by any Loan Party in favor of, or for the benefit
                  of, the Collateral Trustee for the benefit of the Lenders, in
                  the form and substance reasonably satisfactory to the
                  Collateral Trustee and the Administrative Agent, as the same
                  may be amended, supplemented or otherwise modified from time
                  to time.

                           "PROJECTED EXCESS CASH FLOW": the amount by which the
                  forecasted liquidity of the Company and its Subsidiaries as
                  reflected in the line item for "Peak Needs" under the heading
                  "Excess/Shortage" in the Cash Flow Forecast delivered pursuant
                  to Section 5.12 exceeds $75,000,000 through the period covered
                  by the Cash Flow Forecast.

                           "REAL ESTATE CASH COLLATERAL ACCOUNT": the cash
                  collateral account established pursuant to the Cash Collateral
                  Agreement.

                           "REAL ESTATE TRANSACTIONS": the sale or the sale and
                  leaseback of the real property of the Company and its
                  Subsidiaries listed on Schedule 1.1(a).

                           "SECOND AMENDMENT": the Second Amendment, dated as of
                  March 29, 2001, to this Agreement.

                           "SECOND AMENDMENT EFFECTIVE DATE": the effective date
                  of the Second Amendment.

                           "TRANCHE A INITIAL LOANS": as defined in Section
                  2.1(a).

                           "TRANCHE A PRINCIPAL AMOUNT": an amount equal to the
                  lesser of (i) the Net Proceeds of the Real Estate Transactions
                  and (ii) $85,000,000.

                           "TRANCHE A ROLLOVER TERM LOANS": as defined in
                  Section 2.1(b).

                           "TRANCHE B INITIAL LOANS": as defined in Section
                  2.1(a).

                           "TRANCHE B ROLLOVER TERM LOANS": as defined in
                  Section 2.1(b).



<PAGE>   4
                                                                               4


                           "TRUST AGREEMENT": the Trust Agreement, to be
                  executed by the Company, the Subsidiary Borrower and the
                  Collateral Trustee, in form and substance reasonably
                  satisfactory to the Administrative Agent, as the same may be
                  amended, supplemented or otherwise modified from time to
                  time.".

                  3. AMENDMENT OF DEFINITION OF PERMITTED INVESTMENTS. The
definition of Permitted Investments in Section 1.1 of the Senior Loan Agreement
is hereby amended by (a) deleting the "and" at the end of clause (p) thereof,
(b) deleting the period at the end of clause (q) thereof and substituting in
lieu thereof "; and" and (c) adding at the end thereof the following new clause
(r):

                  "(r) Investments made by the Company or any of its
         Subsidiaries of the proceeds in the Real Estate Cash Collateral
         Account.".

                  4. AMENDMENT OF DEFINITION OF PERMITTED LIENS. The definition
of Permitted Liens in Section 1.1 of the Senior Loan Agreement is hereby amended
by (a) deleting the "and" at the end of clause (w) thereof, (b) deleting the
period at the end of clause (x) thereof and substituting in lieu thereof "; and"
and (c) adding at the end thereof the following new clause (y):

                  "(y)  Liens created pursuant to the Collateral Documents.".

                  5. AMENDMENT OF SECTION 2.1 (LOANS). Section 2.1 of the Senior
Loan Agreement is hereby amended by:

                  (a) adding at the end of paragraph (a) thereof the following:

         "On and after the Second Amendment Effective Date, the Initial Loans
         shall be deemed to be comprised of, and the defined term Initial Loans
         shall be deemed to include, Tranche A Initial Loans and Tranche B
         Initial Loans (each such term as hereafter defined). On and after the
         Second Amendment Effective Date, the Initial Loans in an aggregate
         principal amount (and each Lender's pro rata portion thereof) equal to
         the Tranche A Principal Amount shall be converted to and be deemed to
         be Tranche A loans (the "TRANCHE A INITIAL LOANS"), and the Initial
         Loans in an aggregate principal amount (and each Lender's pro rata
         portion thereof) equal to the excess of (x) the aggregate principal
         amount of the Initial Loans outstanding immediately prior to the Second
         Amendment Effective Date over (y) the Tranche A Principal Amount shall
         be converted to and be deemed to be Tranche B loans (the "TRANCHE B
         INITIAL LOANS")."; and

                  (b) deleting paragraph (b) thereof and substituting in lieu
         thereof the following new paragraph (b):

                           "(b) Subject to the terms and conditions hereof, each
         Lender severally agrees, if the Initial Loans have not been repaid on
         the Initial Maturity Date, to convert the then outstanding principal
         amount of its (i) Tranche A Initial Loans into loans ("TRANCHE A
         ROLLOVER TERM LOANS") and (ii) Tranche B Initial Loans into loans
         ("TRANCHE B ROLLOVER TERM LOANS"; and together with the Tranche A
         Rollover Term Loans, collectively, the "ROLLOVER TERM LOANS"; the
         Initial Loans and the Rollover Term Loans, collectively, the "LOANS"),
         in each case to the Company, on or before the Initial



<PAGE>   5
                                                                               5


         Maturity Date, in aggregate principal amount equal to the then
         outstanding principal amount of the Tranche A Initial Loans and the
         Tranche B Initial Loans, as the case may be, then held by such Lender.
         Upon conversion by each Lender of Initial Loans into Rollover Term
         Loans, such Lender shall cancel on its records the principal amount of
         the Initial Loans held by such Lender corresponding to the principal
         amount of Rollover Term Loan resulting from such conversion, which
         corresponding principal amount of the Initial Loans shall be satisfied
         by the conversion thereof into Rollover Term Loans.".

                  6. AMENDMENT OF SECTION 2.3 (MATURITY AND EXCHANGE NOTES).
Section 2.3(c) of the Senior Loan Agreement is hereby amended by replacing the
first sentence thereof with the following:

         "Each Lender will have the option (i) on the Initial Maturity Date to
         receive, (A) Tranche A Exchange Notes (as defined in the Indenture) for
         the Tranche A Initial Loans or (B) Tranche B Exchange Notes (as defined
         in the Indenture) for the Tranche B Initial Loans or (ii) on or after
         the Initial Maturity Date at any time or from time to time to receive
         (A) Tranche A Exchange Notes (as defined in the Indenture) in exchange
         for the Tranche A Rollover Term Loans or (B) Tranche B Exchange Notes
         (as defined in the Indenture) in exchange for the Tranche B Rollover
         Term Loans, in each case of such Lender then outstanding in accordance
         with Section 5.9.".

                  7. AMENDMENT OF SECTION 2.5 (OPTIONAL AND MANDATORY
PREPAYMENTS). Section 2.5 of the Senior Loan Agreement is hereby amended by:

                  (a) (i) relettering paragraphs (c) and (d) thereof as new
paragraphs (d) and (e), respectively, and (ii) adding immediately after
paragraph (b) thereof the following new paragraph (c):

                  "(c) The Company shall prepay the Loans on September 30, 2001
         in an aggregate amount equal to the sum of (i) the aggregate amount of
         the Net Proceeds of the Real Estate Transactions deposited by the
         Company into the Real Estate Cash Collateral Account pursuant to the
         Cash Collateral Agreement, PLUS (ii) 100% of the Projected Excess Cash
         Flow, LESS (iii) the aggregate amount of the reduction of availability
         under the New Credit Facility as a result of the Real Estate
         Transactions. On such date the Administrative Agent shall apply to such
         prepayment all amounts on deposit in the Real Estate Cash Collateral
         Account."; and

                  (b) adding at the end thereof the following new paragraph (f):

                  "(f) Amounts to be applied in connection with prepayments of
         the Loans pursuant to this Section shall be applied, (i) at any time
         prior to the conversion of Initial Loans into Rollover Term Loans,
         FIRST, to the prepayment of the Tranche B Initial Loans and, SECOND, to
         the prepayment of the Tranche A Initial Loans and (ii) at any time
         after the conversion of Initial Loans into Rollover Term Loans, FIRST,
         to the prepayment of the Tranche B Rollover Term Loans and, SECOND, to
         the prepayment of the Tranche A Rollover Term Loans.".




<PAGE>   6
                                                                               6


                  8. AMENDMENT OF SECTION 3 (REPRESENTATIONS AND WARRANTIES).
Section 3 of the Senior Loan Agreement is hereby amended by adding at the end
thereof the following new Section 3.21:

                  "3.21 Security Documents. (a) On and after the execution and
         delivery thereof, the Collateral Agreement will be effective to create
         in favor of the Collateral Trustee, for the benefit of the Lenders, a
         legal, valid and enforceable security interest in the Collateral
         described therein and proceeds thereof. In the case of the Pledged
         Stock described in the Collateral Agreement, when any stock
         certificates representing such Pledged Stock are delivered to the
         Collateral Trustee or a bailee thereof, and in the case of the other
         Collateral described in the Collateral Agreement for which security
         interests may be perfected by a filing, when financing statements or
         other relevant filing documents in appropriate form are filed in the
         offices specified on Schedule 3.21(a) (which financing statements or
         other relevant filing documents shall have been duly completed and
         executed and delivered to the Collateral Trustee on or before execution
         and delivery of the Collateral Agreement in accordance with Section
         5.15) the Collateral Agreement shall constitute a fully perfected Lien
         on, and security interest in, all right, title and interest of the Loan
         Parties in such Collateral and the proceeds thereof, as security for
         the Obligations (as defined in the Collateral Agreement), in each case
         prior and superior in right to any other Person (except (i) in the case
         of Collateral other than Pledged Stock, Liens permitted by Section 6.6,
         (ii) in the case of all Collateral, the Liens in favor of the
         administrative agents under the New Credit Facility and (iii) and Liens
         on the Permitted Vehicle Collateral).

                  (b) Each Mortgage executed and delivered after the Second
         Amendment Effective Date will be effective to create in favor of the
         Collateral Trustee, for the benefit of the Lenders, a legal, valid and
         enforceable Lien on the Mortgaged Properties described therein and
         proceeds thereof; and when the Mortgages are filed in the recording
         office designated by the Company, each Mortgage shall constitute a
         fully perfected Lien on, and security interest in, all right, title and
         interest of the Loan Parties in the Mortgaged Properties described
         therein and the proceeds thereof, as security for the Obligations (as
         defined in the relevant Mortgage), in each case prior and superior in
         right to any other Person (other than (i) Persons holding Liens or
         other encumbrances or rights permitted by the relevant Mortgage and
         (ii) the mortgages executed and delivered in connection with the New
         Credit Facility).".

                  9. AMENDMENT OF SECTION 5.1 (FINANCIAL STATEMENTS). Section
5.1 of the Senior Loan Agreement is hereby amended by adding immediately after
"90 days" in paragraph (a) thereof the following: "(or, in the case of the 2000
fiscal year of the Company, 120 days)".

                  10. AMENDMENT OF SECTION 5.9 (EXCHANGE NOTES). Section 5.9 of
the Senior Loan Agreement is hereby amended by:

                  (a) deleting the first sentence in paragraph (b) thereof in
its entirety and substituting in lieu thereof the following new sentence:


<PAGE>   7
                                                                               7


                  "At any time on or after the Initial Maturity Date on or prior
         to the third Business Day following the written request (the "EXCHANGE
         REQUEST") of any Lender execute, and cause the Trustee to authenticate,
         and deliver to such Lender in accordance with the Indenture a Tranche A
         Exchange Note or Tranche B Exchange Note (each such term as defined in
         the Indenture), as the case may be, bearing interest then in effect on
         such Lender's Tranche A Rollover Term Loan or Tranche B Rollover Term
         Loan, as the case may be, in exchange for such Lender's Tranche A
         Rollover Term Loan or Tranche B Rollover Term Loan, dated the date of
         issuance of such Exchange Note, registered in the name specified by
         such Lender, in the principal amount equal to 100% of the aggregate
         principal amount (including any accrued and unpaid interest not
         required to be paid in cash) of the Rollover Term Loans for which they
         are exchanged."; and

                  (b) adding immediately after "Each Exchange Request shall
specify" in the second sentence in paragraph (b) thereof the following "the type
and".

                  11. AMENDMENT OF SECTION 5 (AFFIRMATIVE COVENANTS). Section 5
of the Senior Loan Agreement is hereby amended by adding at the end thereof the
following new Sections 5.12, 5.13, 5.14 and 5.15:

                  "5.12 DELIVERY OF CASH FLOW FORECAST. The Company shall
         deliver to the Administrative Agent on or before September 15, 2001 a
         consolidated monthly cash flow forecast of the Company and its
         Consolidated Subsidiaries covering the nine-month period from October
         1, 2001 through June 30, 2002, which forecast shall be substantially in
         the form attached hereto as Exhibit K and otherwise in form and
         substance reasonably satisfactory to the Administrative Agent (the
         "CASH FLOW FORECAST"), together with (i) a detailed written explanation
         of the assumptions underlying the Cash Flow Forecast and any supporting
         information relied upon in the preparation of the Cash Flow Forecast
         and (ii) a certificate of a Responsible Officer of the Company
         certifying (A) as to the validity of the assumptions underlying the
         Cash Flow Forecast, (B) as to the preparation of the Cash Flow Forecast
         based upon the best information available to the Company as of the date
         delivery thereof and (C) that, to the best of such Responsible
         Officer's knowledge after due inquiry, the Cash Flow Forecast fairly
         and accurately presents the cash flow of the Company and its
         Subsidiaries for the period covered thereby.

                  5.13 ADDITIONAL COLLATERAL, ETC. (a) With respect to any real
         or personal property acquired after the execution and delivery of the
         Collateral Agreement in accordance with Section 5.15 by any Loan Party,
         including any entity that becomes a Loan Party hereafter pursuant to
         Section 5.13(c), (other than any property described in paragraph (b) or
         paragraph (c) of this Section) as to which the Collateral Trustee, for
         the benefit of the Lenders, does not have a perfected Lien, promptly
         (i) execute and deliver to the Collateral Trustee and the
         Administrative Agent such amendments to the Collateral Agreement or
         such other documents as the Collateral Trustee or the Administrative
         Agent deems necessary or advisable to grant to the Collateral Trustee,
         for the benefit of the Lenders, a security interest in such property
         and (ii) take all actions necessary or advisable to grant to the
         Collateral Trustee, for the benefit of the Lenders, a perfected
         security interest (as provided in the Collateral Agreement) in such
         property, including without limitation, the filing of Uniform
         Commercial Code financing statements in such


<PAGE>   8
                                                                               8


         jurisdictions as may be required by the Collateral Agreement or by law
         or as may be reasonably requested by the Collateral Trustee or the
         Administrative Agent.

                  (b) With respect to any fee interest in any real property
         having a value (together with improvements thereof) of at least
         $1,000,000 acquired after the Second Amendment Effective Date by any
         Loan Party, including any entity that becomes a Loan Party hereafter
         pursuant to Section 5.13(c), promptly (i) execute and deliver a
         Mortgage (as provided therein) in favor of the Collateral Trustee, for
         the benefit of the Lenders, covering such real property, (ii) if
         requested by the Collateral Trustee or the Administrative Agent,
         provide the Lenders with (x) title and extended coverage insurance
         covering such real property in an amount at least equal to the purchase
         price of such real property (or such other amount as shall be
         reasonably specified by the Collateral Trustee or the Administrative
         Agent, as the case may be) as well as a current ALTA survey thereof,
         together with a surveyor's certificate and (y) any consents or
         estoppels reasonably deemed necessary or advisable by the Collateral
         Trustee or the Administrative Agent in connection with such Mortgage,
         each of the foregoing in form and substance reasonably satisfactory to
         the Collateral Trustee or the Administrative Agent, as the case may be,
         and (iii) if requested by the Collateral Trustee or the Administrative
         Agent, deliver to the Collateral Trustee or the Administrative Agent,
         as the case may be, legal opinions relating to the matters described
         above, which opinions shall be in form and substance, and from counsel,
         reasonably satisfactory to the Collateral Trustee or the Administrative
         Agent, as the case may be.

                  (c) With respect to any new Subsidiary (other than an Excluded
         Foreign Subsidiary, an Insurance Company, a Finance Company or an
         Inactive Subsidiary) created or acquired after the execution and
         delivery of the Collateral Agreement in accordance with Section 5.15
         (which, for the purposes of this paragraph, shall include (x) any
         existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or
         an Inactive Subsidiary and (y) any Risk Management Subsidiary that
         becomes a Wholly-Owned Subsidiary of the Company), by the Company or
         any of its Subsidiaries, promptly (i) execute and deliver to the
         Collateral Trustee and the Administrative Agent such amendments to the
         Collateral Agreement as the Collateral Trustee or the Administrative
         Agent deems necessary or advisable to grant to the Collateral Trustee,
         for the benefit of the Lenders, a perfected security interest in the
         Capital Stock of such new Subsidiary that is owned by the Company or
         any of its Subsidiaries, (ii) deliver to the Collateral Trustee (or a
         bailee thereof) the certificates representing such Capital Stock,
         together with undated stock powers, in blank, executed and delivered by
         a duly authorized officer of the Company or such Subsidiary, as the
         case may be, (iii) cause such new Subsidiary (A) to become a party to
         each of a Subsidiary Guarantee and the Collateral Agreement and (B) to
         take such actions necessary or advisable to grant to the Collateral
         Trustee for the benefit of the Lenders a perfected security interest in
         the Collateral described in the Collateral Agreement with respect to
         such new Subsidiary, including, without limitation, the filing of
         Uniform Commercial Code financing statements in such jurisdictions as
         may be required by the Collateral Agreement or by law or as may be
         reasonably requested by the Collateral Trustee or the Administrative
         Agent, and (iv) if requested by the Collateral Trustee or the
         Administrative Agent, deliver to the Collateral Trustee or the
         Administrative Agent, as the case may be, legal opinions relating to
         the matters described


<PAGE>   9
                                                                               9

         above, which opinions shall be in form and substance, and from counsel,
         reasonably satisfactory to the Collateral Trustee or the Administrative
         Agent, as the case may be.

                  (d) With respect to any new Excluded Foreign Subsidiary
         created or acquired after the execution and delivery of the Collateral
         Agreement in accordance with Section 5.15 or any of its Subsidiaries
         (other than any Excluded Foreign Subsidiaries), promptly (i) execute
         and deliver to the Collateral Trustee and the Administrative Agent such
         amendments to the Collateral Agreement or such other documents as the
         Collateral Trustee or the Administrative Agent deems necessary or
         advisable in order to grant to the Collateral Trustee, for the benefit
         of the Lenders, a perfected security interest in the Capital Stock of
         such new Subsidiary that is owned by the Company or any of its
         Subsidiaries (other than any Excluded Foreign Subsidiaries), (PROVIDED
         that in no event shall more than 65% of the total outstanding Capital
         Stock of any such new Excluded Foreign Subsidiary be required to be so
         pledged), (ii) deliver to the Collateral Trustee (or a bailee thereof)
         the certificates representing such Capital Stock, together with undated
         stock powers, in blank, executed and delivered by a duly authorized
         officer of the Company or such Subsidiary, as the case may be, and take
         such other action as may be necessary or, in the opinion of the
         Collateral Trustee or the Administrative Agent, desirable to perfect
         the Lien of the Collateral Trustee thereon, and (iii) if requested by
         the Collateral Trustee or the Administrative Agent, deliver to the
         Collateral Trustee or the Administrative Agent, as the case may be,
         legal opinions relating to the matters described above, which opinions
         shall be in form and substance, and from counsel, reasonably
         satisfactory to the Collateral Trustee or the Administrative Agent, as
         the case may be.

                  5.14. FURTHER ASSURANCES. From time to time execute and
         deliver, or cause to be executed and delivered, such additional
         instruments, certificates or documents, and take such actions, as the
         Collateral Trustee or the Administrative Agent may reasonably request
         for the purposes of implementing or effectuating the provisions of this
         Agreement and the other Loan Documents, or of more fully perfecting or
         renewing the rights of the Collateral Trustee, the Administrative Agent
         and the Lenders with respect to the Collateral (or with respect to any
         additions thereto or replacements or proceeds thereof or with respect
         to any other property or assets hereafter acquired by the Company or
         any Subsidiary which may be deemed to be part of the Collateral)
         pursuant hereto or thereto. Upon the exercise by the Collateral
         Trustee, the Administrative Agent or any Lender of any power, right,
         privilege or remedy pursuant to this Agreement or the other Loan
         Documents which requires any consent, approval, recording,
         qualification or authorization of any Governmental Authority, the
         Company will execute and deliver, or will cause the execution and
         delivery of, all applications, certifications, instruments and other
         documents and papers that Collateral Trustee, the Administrative Agent
         or such Lender may be required to obtain from the Company or any of its
         Subsidiaries for such governmental consent, approval, recording,
         qualification or authorization.

                  5.15. COLLATERAL AND COLLATERAL DOCUMENTS. (a) Use their
         respective reasonable best efforts to obtain the consents necessary to
         grant Liens on all of the Collateral (except as set forth in paragraph
         (b) below) and deliver on or before April 30, 2001 the following:




<PAGE>   10
                                                                              10


                  (i) to the Administrative Agent the Intercreditor Agreement,
         duly executed and delivered by each of the parties thereto;

                  (ii) to the Administrative Agent, the Collateral Agreement,
         duly executed and delivered by the Company and each of the Subsidiary
         Guarantors in favor of the Collateral Trustee;

                  (iii) to the Administrative Agent, the Trust Agreement, duly
         executed and delivered by the Company, each of the Subsidiary
         Guarantors and the Collateral Trustee;

                  (iv) to the Administrative Agent, for the account of each
         Lender, replacements notes in the forms attached to the Second
         Amendment as Annex C and Annex D thereto, duly executed and delivered
         by the Company in favor of each Lender;

                  (v) to the Administrative Agent (i) an amended and restated
         Indenture, duly executed and delivered by the Company and the Trustee,
         which shall be deemed to replace Exhibit B in its entirety and (ii) the
         Exchange Notes, duly executed and delivered by the Company; and the
         Company shall have (x) executed and delivered the Exchange Notes and
         the Indenture in escrow under the Escrow Agreement in exchange for the
         Exchange Notes and the Indenture, each dated as of June 30, 2000 and
         (y) delivered to the Trustee, the opinion required by Section 314(b)(1)
         of the Trust Indenture Act of 1940, as amended;

                  (vi) to the Collateral Trustee (or its bailee) (i) the
         certificates representing the shares of Capital Stock pledged pursuant
         to the Collateral Agreement, together with an undated stock power for
         each such certificate executed in blank by a duly authorized officer of
         the pledgor thereof, (ii) an Acknowledgment and Consent, substantially
         in the form of Annex II to the Collateral Agreement, duly executed by
         any issuer of Capital Stock pledged pursuant to the Collateral
         Agreement that is not itself a party to the Collateral Agreement and
         (iii) each promissory note pledged pursuant to the Collateral Agreement
         endorsed (without recourse) in blank (or accompanied by an executed
         transfer form in blank satisfactory to the Collateral Trustee and the
         Administrative Agent) by the pledgor thereof;

                  (vii) to the Collateral Trustee each document (including,
         without limitation, any Uniform Commercial Code financing statement)
         required by the Collateral Agreement or under law or reasonably
         requested by the Collateral Trustee or the Administrative Agent to be
         filed, registered or recorded in order to create in favor of the
         Administrative Agent shall have received, for the benefit of the
         Lenders, a perfected Lien on the Collateral described therein, prior
         and superior in right to any other Person (other than with respect to
         Liens expressly permitted by Section 6.6 and Liens on the Permitted
         Vehicle Collateral), shall have been filed, registered or recorded or
         shall have been delivered to the Collateral Trustee be in proper form
         for filing, registration or recordation;

                  (viii) to the Administrative Agent insurance certificates
         satisfying the requirements of the Collateral Agreement;




<PAGE>   11
                                                                              11


                  (ix) to the Administrative Agent, a new Schedule 3.21(a) to
         this Agreement; and

                  (x) if requested by the Collateral Trustee or the
         Administrative Agent, to the Collateral Trustee or the Administrative
         Agent, as the case may be, legal opinions relating to the matters
         described herein, which opinions shall be in form and substance, and
         from counsel, reasonably satisfactory to the Collateral Trustee or the
         Administrative Agent, as the case may be.

                           (b) Use their respective reasonable best efforts to
         obtain the consents necessary to grant Liens on all of the Permitted
         Vehicle Collateral consisting of vehicles subject of capital leases
         pursuant to which any of National Car Rental System, Inc., Spirit
         Rent-A-Car, Inc. or Alamo Rent-A-Car, LLC is the lessor and with
         respect to such Permitted Vehicle Collateral, on or before May 31, 2001
         (i) execute and deliver to the Collateral Trustee and the
         Administrative Agent such amendments to the Collateral Agreement or
         such other documents as the Collateral Trustee or the Administrative
         Agent deems necessary or advisable to grant to the Collateral Trustee,
         for the benefit of the Lenders, a security interest in such property,
         (ii) take all actions necessary or advisable to grant to the Collateral
         Trustee, for the benefit of the Lenders, a perfected security interest
         (as provided in the Collateral Agreement) in such property, including
         without limitation, the filing of Uniform Commercial Code financing
         statements in such jurisdictions as may be required by the Collateral
         Agreement or by law or as may be reasonably requested by the Collateral
         Trustee or the Administrative Agent, and (iii) if requested by the
         Collateral Trustee or the Administrative Agent, deliver to the
         Collateral Trustee or the Administrative Agent, as the case may be,
         legal opinions relating to the matters described above, which opinions
         shall be in form and substance, and from counsel, reasonably
         satisfactory to the Collateral Trustee or the Administrative Agent, as
         the case may be.".

                  12. AMENDMENT OF SECTION 6.5 (ASSET SALES). Section 6.5 of the
Senior Loan Agreement is hereby amended by inserting immediately before clause
(x) in the second sentence thereof the following new clause (w):

                  "(w) such Net Proceeds result from the Real Estate
         Transactions consummated prior to September 30, 2001, PROVIDED that
         upon receipt thereof by the Company or any of its Restricted
         Subsidiaries such Net Proceeds are reinvested in the Company's business
         by being deposited into the Real Estate Cash Collateral Account, which
         is subject to the terms and conditions of the Cash Collateral
         Agreement,".

                  13. AMENDMENT OF SECTION 7 (EVENTS OF DEFAULT). Section 7 of
the Senior Loan Agreement is hereby amended by:

                  (a) adding at the end of paragraph (d) thereof immediately
before the semicolon the following: "or (iii) any agreement contained in Section
5.12 or Section 5.15";




<PAGE>   12
                                                                              12


                  (b) deleting in paragraph (e) thereof (i) the reference to
"any Guarantor" and substituting in lieu thereof a reference to "any other Loan
Party" and (ii) "this Agreement or the Subsidiary Guarantee" and substituting in
lieu thereof the phrase "this Agreement, the Collateral Documents or the
Subsidiary Guarantees";

                  (c) adding immediately after the semicolon in paragraph (j)
thereof "or"; and

                  (d) adding at the end of paragraph (j) thereof the following
new paragraph (k) as follows:

                  (e) any Collateral Document shall cease, for any reason (other
than by reason of express release thereof pursuant to Section 9.15), to be in
full force and effect, or any Loan Party or any Affiliate of any Loan Party
shall so assert, or any Lien created by any of the Collateral Documents shall
cease to be enforceable and of the same effect and priority purported to be
created thereby;".

                  14. AMENDMENT OF SECTION 9.1 (AMENDMENTS AND WAIVERS). Section
9.1 of the Senior Loan Agreement is hereby amended by (a) deleting the "or"
immediately before subclause (D) in clause (i) in the proviso thereof and adding
at the end of clause (i) in the proviso thereof immediately before ", in each
case without the written consent of all Lenders" the following new subclauses
(E) and (F):

         ", (E) release all or substantially all of the Collateral (except as
         otherwise expressly required hereunder or under the other Loan
         Documents) or (F) release all or substantially all of the Subsidiary
         Guarantors from their guarantee obligations under the Subsidiary
         Guarantee".

                  15. AMENDMENT OF SECTION 9.15 (RELEASE OF GUARANTEE
OBLIGATIONS). Section 9.15 of the Senior Loan Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the
following new Section 9.15:

                  9.15  RELEASE OF COLLATERAL AND GUARANTEE OBLIGATIONS.

                  (a) Notwithstanding anything to the contrary contained herein
or in any other Loan Document, upon request of the Company in connection with
any disposition of property permitted by the Loan Documents, the Administrative
Agent shall, or shall cause the Collateral Trustee to (without notice to, or
vote or consent of, any Lender, or any affiliate of any Lender) take such
actions as shall be required to release its security interest in any collateral
being disposed of in such disposition, and to release any guarantee obligations
under any Loan Document of any Person being disposed of in such disposition, to
the extent necessary to permit consummation of such disposition in accordance
with the Loan Documents.

                  (b) Notwithstanding anything to the contrary contained herein
or any other Loan Document, when all Obligations in respect of this Agreement
and the other Loan Documents have been paid in full and all Commitments have
terminated or expired, upon request of the Company, the Administrative Agent
shall, or shall cause the Collateral Trustee to (without notice to, or vote or
consent of, any Lender, or any affiliate of any Lender), take such actions as
shall be required to release its security interest in all Collateral, and to
release all



<PAGE>   13
                                                                              13


guarantee obligations under any Loan Document. Any such release of guarantee
obligations shall be deemed subject to the provision that such guarantee
obligations shall be reinstated if after such release any portion of any payment
in respect of the Obligations guaranteed thereby shall be rescinded or must
otherwise be restored or returned upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Company or any Guarantor or any substantial
part of its property, or otherwise, all as though such payment had not been
made.".

                  16. ADDITION OF SCHEDULE. The Senior Loan Agreement is hereby
amended by adding a new Schedule 1.1(a) (Real Estate Transactions) to the Senior
Loan Agreement in the form attached hereto as Annex A.

                  17. ADDITION OF EXHIBIT. The Senior Loan Agreement is hereby
amended by adding a new Exhibit K in the form attached hereto as Annex B.

                  18. AMENDMENT TO THE INTERCREDITOR AGREEMENT. The
Administrative Agent is hereby instructed by the Lenders to, and to instruct the
Collateral Trustee to, execute and deliver an Intercreditor Agreement to reflect
the transactions contemplated by this Amendment.

                  19. REPRESENTATIONS; NO DEFAULT. On and as of the date hereof,
and after giving effect to this Amendment, (a) the Company certifies that no
Default or Event of Default has occurred or is continuing, and (b) the Company
confirms, reaffirms and restates that the representations and warranties set
forth in Section 3 of the Senior Loan Agreement and in the other Loan Documents
are true and correct in all material respects, PROVIDED that the references to
the Senior Loan Agreement therein shall be deemed to be references to this
Amendment and to the Senior Loan Agreement as amended by this Amendment.

                  20. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date hereof upon satisfaction of the following:

                  (a) the Administrative Agent shall have received counterparts
         of this Amendment, duly executed and delivered by a duly authorized
         officer of the Company;

                  (b) the Administrative Agent shall have received executed
         Lender Consent Letters, substantially in the form of Exhibit A hereto,
         from Lenders whose consent is required pursuant to Section 9.1 of the
         Senior Loan Agreement;

                  (c) the Administrative Agent shall have received, for the
         benefit of the Lenders, an amendment fee in an amount previously agreed
         upon between the Administrative Agent and the Company;

                  (d) the Administrative Agent shall have received an executed
         Acknowledgment and Consent, in the form set forth at the end of this
         Amendment, from each Loan Party other than the Company;



<PAGE>   14
                                                                              14


                  (e) the Administrative Agent shall have received the Cash
         Collateral Agreement, duly executed and delivered by the Company in
         favor of the Administrative Agent; and

                  (f) the Administrative Agent shall have received an executed
         certificate of an officer of the Company in form satisfactory to the
         Administrative Agent as to (i) the accuracy of the representations and
         warranties set forth in Section 3 of the Senior Loan Agreement after
         giving effect to this Amendment and in the other Loan Documents, (ii)
         the absence of any Default or Event of Default after giving effect to
         this Amendment, and (iii) such other customary matters as the
         Administrative Agent may reasonably request.

                  21. LIMITED CONSENT AND AMENDMENT. Except as expressly amended
herein, the Senior Loan Agreement shall continue to be, and shall remain, in
full force and effect. This Amendment shall not be deemed to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Senior Loan Agreement or any other Loan Document or to prejudice any other
right or rights which the Lenders may now have or may have in the future under
or in connection with the Senior Loan Agreement or any of the instruments or
agreements referred to therein, as the same may be amended from time to time.

                  22. COUNTERPARTS. This Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts (which may
include counterparts delivered by facsimile transmission) and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                  23. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.





<PAGE>   15
                                                                              15


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.

                                          ANC RENTAL CORPORATION



                                          By: /s/ Howard D. Schwartz
                                              ----------------------------------
                                              Name:  Howard D. Schwartz
                                              Title: Senior Vice President,
                                                     General Counsel and
                                                     Secretary

                                          LEHMAN COMMERCIAL PAPER INC.,
                                          as Administrative Agent



                                          By: /s/ G. Andrew Keith
                                              ----------------------------------
                                              Name:  G. Andrew Keith
                                              Title: Authorized Signatory


<PAGE>   16
                                                                              16


                           ACKNOWLEDGMENT AND CONSENT

                  Each of the undersigned parties to the Subsidiary Guarantee,
dated as of June 30, 2000 and as amended, supplemented or otherwise modified
from time to time, made by the undersigned in favor of Lehman Commercial Paper
Inc., as Administrative Agent, for the benefit of the Lenders, hereby (a)
consents to the transactions contemplated by the foregoing Amendment to the
Senior Loan Agreement and (b) acknowledges and agrees that the guarantees
contained in the Subsidiary Guarantee and in the other Loan Documents are, and
shall remain, in full force and effect after giving effect to such Amendment and
all prior modifications to the Senior Loan Agreement.

                                          ALAMO RENT-A-CAR (CANADA), INC.
                                          LIABILITY MANAGEMENT COMPANIES
                                          HOLDING, INC.
                                          NATIONAL CAR RENTAL LICENSING, INC.
                                          NATIONAL CAR RENTAL SYSTEM, INC.
                                          REPUBLIC GUY SALMON PARTNER, INC.
                                          REPUBLIC INDUSTRIES AUTOMOTIVE RENTAL
                                          GROUP (BELGIUM) INC.
                                          SPIRIT RENT-A-CAR, INC.



                                          By: /s/ Leland F. Wilson
                                              ----------------------------------
                                              Name:  Leland F. Wilson
                                              Title: Vice President and
                                                     Treasurer


                                          ALAMO RENT-A-CAR MANAGEMENT, LP
                                            By: ARC-GP, Inc., its general
                                                partner
                                          ANC COLLECTOR CORPORATION
                                          ANC FINANCIAL, LP
                                            By: ANC Financial GP Corporation,
                                                its general partner
                                          ARC-GP, INC.
                                          ARC-TM, INC.
                                          NCR AFFILIATE SERVICER, INC.
                                          NCRAS MANAGEMENT, LP
                                            By: NCRAS-GP, Inc., its general
                                                 partner
                                          NCRAS-GP, INC.
                                          SRAC MANAGEMENT, LP
                                            By: SRAC-GP, Inc., its general
                                                 partner
                                          SRAC-GP, INC.
                                          SRAC-TM, INC.



                                          By: /s/ Leland F. Wilson
                                              ----------------------------------
                                              Name:  Leland F. Wilson
                                              Title: Vice President and
                                                     Treasurer


<PAGE>   17
                                                                              17


                                          ALAMO RENT-A-CAR, LLC



                                          By: /s/ Kathleen W. Hyle
                                              ----------------------------------
                                              Name:  Kathleen W. Hyle
                                              Title: Senior Vice President and
                                                     Treasuer



                                          ANC FINANCIAL CORPORATION



                                          By: /s/ Leland F. Wilson
                                              ----------------------------------
                                              Name:  Leland F. Wilson
                                              Title: Vice President and
                                                     Treasurer



                                          ANC FINANCIAL PROPERTIES, LLC


                                          By: /s/ Leland F. Wilson
                                              ----------------------------------
                                              Name:  Leland F. Wilson
                                              Title: Vice President and
                                                     Treasurer



                                          ANC INFORMATION TECHNOLOGY
                                          HOLDING, INC.



                                          By: /s/ Howard D. Schwartz
                                              ----------------------------------
                                              Name:  Howard D. Schwartz
                                              Title: Senior Vice President and
                                                     Secretary



                                          ANC INFORMATION TECHNOLOGY, INC.


                                          By: /s/ Howard D. Schwartz
                                              ----------------------------------
                                              Name:  Howard D. Schwartz
                                              Title: Senior Vice President and
                                                     Secretary




                                          ANC INFORMATION TECHNOLOGY, L.P.
                                            By: ANC INFORMATION TECHNOLOGY,
                                                INC., its general partner



                                          By: /s/ Howard D. Schwartz
                                              ----------------------------------
                                              Name:  Howard D. Schwartz
                                              Title: Senior Vice President and
                                                     Secretary





                                          ANC IT COLLECTOR CORPORATION




                                          By: /s/ Howard D. Schwartz
                                              ----------------------------------
                                              Name:  Howard D. Schwartz
                                              Title: Senior Vice President and
                                                     Secretary

<PAGE>   18
                                                                              18


                                          ARC-TM PROPERTIES, LLC




                                          By: /s/ Leland F. Wilson
                                              ----------------------------------
                                              Name:  Leland F. Wilson
                                              Title: Vice President and
                                                     Treasurer



                                          NCR AFFILIATE SERVICER PROPERTIES, LLC



                                          By: /s/ Leland F. Wilson
                                              ----------------------------------
                                              Name:  Leland F. Wilson
                                              Title: Vice President and
                                                     Treasurer


<PAGE>   19



                                                                         ANNEX A
                                                             to Second Amendment

                                                                 Schedule 1.1(a)
                                                        to Senior Loan Agreement

                            REAL ESTATE TRANSACTIONS


<PAGE>   20



                                                                         ANNEX B
                                                             to Second Amendment

                                                                       EXHIBIT K
                                                        to Senior Loan Agreement

                          [FORM OF CASH FLOW FORECAST]

<PAGE>   21



                                                                         ANNEX C
                                                             to Second Amendment

                      [FORM OF TRANCHE A INITIAL LOAN NOTE]

<PAGE>   22



                                                                         ANNEX D
                                                             to Second Amendment

                      [FORM OF TRANCHE B INITIAL LOAN NOTE]



<PAGE>   23


                                                                       EXHIBIT A
                                                             to Second Amendment

                              LENDER CONSENT LETTER

                             ANC RENTAL CORPORATION
                   AMENDED AND RESTATED SENIOR LOAN AGREEMENT
                            DATED AS OF JUNE 30, 2000


To:      Lehman Commercial Paper Inc.
         3 World Financial Center
         New York, New York  10285

Ladies and Gentlemen:

                  Reference is made to the Amended and Restated Senior Loan
Agreement, dated as of June 30, 2000 (the "SENIOR LOAN AGREEMENT"), among ANC
RENTAL CORPORATION, a Delaware corporation (the "COMPANY"), the Lenders parties
thereto, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, and others.
Unless otherwise defined herein, capitalized terms used herein and defined in
the Senior Loan Agreement are used herein as therein defined.

                  The Company has requested that the Lenders consent to amend
the Senior Loan Agreement on the terms described in the Amendment to which a
form of this Lender Consent Letter is attached as Exhibit A (the "AMENDMENT").

                  Pursuant to Section 9.1 of the Senior Loan Agreement, the
undersigned Lender hereby consents to the execution by the Agents of the
Amendment.

                                         Very truly yours,




                                         ---------------------------------------
                                         (NAME OF LENDER)


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

Dated as of ____________ __, 2001