<PAGE>   1
                                                                     EXHIBIT 4.3

                                SECOND AMENDMENT

                  SECOND AMENDMENT, dated as of March 29, 2001 (this
"AMENDMENT"), to the Amended and Restated Credit Agreement, dated as of June 30,
2000 (as heretofore amended, supplemented or otherwise modified, the "CREDIT
AGREEMENT"), among ANC RENTAL CORPORATION, a Delaware corporation (the
"BORROWER"), the several Lenders from time to time parties thereto, LEHMAN
BROTHERS INC., as advisor, lead arranger and 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 Borrower has requested that the Lenders amend
certain provisions of the Credit Agreement; and

                  WHEREAS, the Lenders have agreed to amend the Credit
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 Borrower, the Lenders and the Agents hereby
agree as follows:

                  1. DEFINITIONS. All terms defined in the Credit 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 Credit Agreement is hereby amended by:

                  (a) deleting the definition of "Interim Facility Loan
Documentation" in its 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 Borrower on or after
                  the Second Amendment Effective Date in favor of the Interim
                  Facility Administrative Agent or the Collateral Trustee, for
                  the benefit of the lenders and/or the holders under the
                  Interim Loan Facility, pursuant to which a cash collateral
                  account shall be established into which the Borrower shall
                  deposit all of the net proceeds of the Real Estate
                  Transactions, to the extent that such proceeds are not
                  required to be applied to prepay the Loans pursuant to Section
                  2.8(a), as the same may after the execution and delivery
                  thereof be amended, supplemented or otherwise modified from
                  time to time in accordance with Section 6.9. The Cash
                  Collateral Agreement shall provide that, upon the request of
                  the Borrower at any time when (x) no Default or Event of
                  Default under, and as defined in, the Interim Facility Loan
                  Agreement shall have occurred and be continuing and (y) the
                  representations and warranties contained in the Interim
                  Facility Loan Agreement are true and correct, funds held in
                  the Real Estate Cash Collateral Account will be released to
                  the Borrower for use as general working capital of the
                  Borrower and its Subsidiaries at the Borrower's discretion
                  without requiring the Borrower to first borrow hereunder.

<PAGE>   2

                           "COLLATERAL TRUSTEE": the collateral trustee to be
                  designated by the lenders under the Interim Loan Facility and
                  Liberty.

                           "INTERIM FACILITY ADMINISTRATIVE AGENT": the
                  Administrative Agent under, and as defined in, the Interim
                  Facility Loan Agreement.

                           "INTERIM FACILITY LOAN DOCUMENTATION": the Interim
                  Facility Loan Agreement and the Interim Loan Facility
                  Collateral Documents, together with all instruments and other
                  agreements entered into by the Borrower and certain of its
                  Subsidiaries in connection therewith, as the same may be
                  amended, supplemented or otherwise modified from time to time
                  in accordance with Section 6.9.

                           "INTERIM LOAN FACILITY AMENDMENT": the amendment to
                  the Interim Facility Loan Agreement, to be executed on or
                  after the Second Amendment Effective Date by the lenders party
                  thereto and the Borrower, pursuant to which the Transactions
                  shall be consummated.

                           "INTERIM LOAN FACILITY COLLATERAL DOCUMENTS": the
                  collective reference to (a) the collateral agreement, to be
                  executed on or after the Second Amendment Effective Date by
                  the Borrower in favor of the Collateral Trustee, for the
                  benefit of the lenders and/or holders under the Interim Loan
                  Facility and Liberty, as the same may after the execution and
                  delivery thereof be amended, supplemented or otherwise
                  modified from time to time in accordance with Section 6.9, (b)
                  the Cash Collateral Agreement and (c) the trust agreement, to
                  be executed on or after the Second Amendment Effective Date by
                  the Borrower, the Subsidiary Guarantors and the Collateral
                  Trustee, for the benefit of the lenders and/or holders under
                  the Interim Loan Facility and Liberty, as the same may after
                  the execution and delivery thereof be amended, supplemented or
                  otherwise modified from time to time in accordance with
                  Section 6.9.

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

                           "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 Borrower and its
                  Subsidiaries listed on Schedule 1.1(d).

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

                           "TRANSACTIONS": the transactions pursuant to which,
                  among other things, (a) the Borrower shall deposit into the
                  Real Estate Cash Collateral Account the Net Proceeds (as
                  defined in the Interim Facility Loan Agreement) of the Real
                  Estate Transactions, less any prepayments required pursuant to




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                  Section 2.8(a), and the amount of such cash collateral shall
                  be released to the Borrower pursuant to the conditions and
                  procedures set forth in the Cash Collateral Agreement, (b) the
                  Borrower and the Subsidiary Guarantors shall grant Liens on
                  (i) substantially all of their respective assets (except as
                  set forth in clauses (ii), (iii) and (iv) below) in favor of
                  the Collateral Trustee, for the benefit of the lenders and/or
                  holders under the Interim Loan Facility and Liberty, pursuant
                  to the Interim Loan Facility Collateral Documents, which Liens
                  shall be subordinate to the Liens created pursuant to the
                  Security Documents and the Borrowing Base Credit Facility
                  Documentation, (ii) all of the limited partnership interests
                  in, and all of the equity interests in the general partner of,
                  each of Alamo Financing LP, National Car Rental Financing LP
                  and Car Temps Funding, LP and all of the capital stock of ARG
                  Funding Corporation in favor of the Collateral Trustee, for
                  the benefit of the lenders and/or holders under the Interim
                  Loan Facility and Liberty, pursuant to the Interim Loan
                  Facility Collateral Documents, (iii) all motor vehicles held
                  under finance leases by Alamo Rent-A-Car LLC, National Car
                  Rental System, Inc. and Spirit Rent-A-Car, Inc., pursuant to
                  the Interim Loan Facility Collateral Documents and (iv) the
                  Real Estate Cash Collateral Account, and the proceeds
                  contained therein, in favor of the Interim Facility
                  Administrative Agent or the Collateral Trustee, for the
                  benefit of the lenders and/or holders under the Interim Loan
                  Facility, pursuant to the Cash Collateral Agreement and (c)
                  the Loan Parties shall enter into an amended and restated
                  Intercreditor Agreement, to be executed by the Loan Parties,
                  the Administrative Agent, the administrative agent under the
                  Borrowing Base Credit Agreement and the Collateral Trustee, in
                  form and substance reasonably satisfactory to all such
                  parties, to set forth the relative priorities of Liens of the
                  parties thereto, all of the foregoing in accordance with the
                  Transaction Documents.

                           "TRANSACTION DOCUMENTS": the collective reference to
                  the Interim Loan Facility Amendment, the Interim Loan Facility
                  Collateral Documents and the amended and restated
                  Intercreditor Agreement.".

                  3. AMENDMENT OF SECTION 5.1 (FINANCIAL STATEMENTS). Section
5.1 of the Credit 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 Borrower, 120 days)".

                  4. AMENDMENT OF SECTION 6.3 (LIMITATION ON LIENS). Section 6.3
of the Credit Agreement is hereby amended by (a) deleting the word "and" at the
end of paragraph (o) thereof, (b) deleting the period at the end of paragraph
(p) thereof and substituting therefor ";and" and (c) adding at the end of such
Section the following new paragraph (q):

                           "(q) (i) Liens in favor of the Collateral Trustee,
                  for the benefit of the lenders and/or holders under the
                  Interim Loan Facility and Liberty, created pursuant to the
                  Interim Facility Collateral Documents on all of the limited
                  partnership interests in, and all of the equity interests in
                  the general partner of, each of Alamo Financing LP, National
                  Car Rental Financing LP and Car Temps Funding, LP and all of
                  the capital stock of ARG Funding Corporation, (ii) Liens in
                  favor of the Collateral Trustee, for the benefit of the
                  lenders and/or holders under the Interim Loan Facility and
                  Liberty, created pursuant to the Interim Facility Collateral
                  Documents on all motor vehicles held under finance leases by


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                  Alamo Rent-A-Car LLC, National Car Rental System, Inc. and
                  Spirit Rent-A-Car, Inc., (iii) Liens in favor of the Interim
                  Facility Administrative Agent or the Collateral Trustee, for
                  the benefit of the lenders and/or holders under the Interim
                  Loan Facility, on the Real Estate Cash Collateral Account, and
                  the proceeds contained therein, pursuant to the Cash
                  Collateral Agreement and (iv) Liens (other than the Liens
                  described in the foregoing clauses (i), (ii) and (iii)) in
                  favor of the Collateral Trustee, for the benefit of the
                  lenders and/or holders under the Interim Loan Facility and
                  Liberty created pursuant to the Interim Facility Collateral
                  Documents, PROVIDED that such Liens described in this clause
                  (iv) (x) are junior to the Liens created under the Security
                  Documents and the Borrowing Base Credit Facility Documentation
                  and (y) shall not be permitted unless and until the
                  Administrative Agent shall have received an amendment and
                  restatement of the Intercreditor Agreement, in form and
                  substance satisfactory to the Administrative Agent.".

                  5. AMENDMENT OF SECTION 6.5 (LIMITATION ON DISPOSITION OF
PROPERTY). Section 6.5 of the Credit Agreement is hereby amended by (a) deleting
the word "and" at the end of paragraph (m) thereof, (b) deleting the period at
the end of paragraph (n) thereof and substituting therefor "; and" and (c)
adding at the end of such Section the following new paragraph (o):

                           "(o) the Real Estate Transactions.".

                  6. AMENDMENT OF SECTION 6.8 (LIMITATION ON INVESTMENTS).
Section 6.8 of the Credit Agreement is hereby amended by (a) deleting the word
"and" at the end of paragraph (p) thereof, (b) deleting the period at the end of
paragraph (q) thereof and substituting therefor a semicolon and (c) adding at
the end of such Section the following new paragraphs (r) and (s):

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

                           (s) Investments in respect of Guarantee Obligations
                  by the Borrower of the leases contemplated by the Real Estate
                  Transactions.".

                  7. AMENDMENT OF SECTION 6.9 (LIMITATION ON OPTIONAL PAYMENTS
AND MODIFICATIONS OF DEBT INSTRUMENTS, ETC.). Section 6.9 of the Credit
Agreement is hereby amended by:

                  (a) deleting the word "and" at the end of subclause (ii) in
clause (a) thereof and substituting therefor a semicolon;

                  (b) adding immediately after "used to make any such
prepayment" at the end of subclause (iii) in clause (a) thereof the following:

                            "; and (iv) the transactions contemplated by the
                 Interim Loan Facility Amendment"; and



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                  (c) adding immediately after "payment of a consent fee" at the
end of subclause (ii) in clause (b) thereof the following:

                           ", and other than the amendments, modification,
                  waivers and other changes contemplated by the Interim Loan
                  Facility Amendment".

                  8. AMENDMENT OF SECTION 6.13 (LIMITATION ON NEGATIVE PLEDGE
CLAUSES). Section 6.13 of the Credit Agreement is hereby amended by (a) deleting
the word "and" at the end of clause (e) thereof and substituting in lieu thereof
a comma, and (b) adding at the end of such Section immediately before the period
the following:

                           "and (g) the documents governing the Guarantee
                  Obligations of the Borrower and its Subsidiaries in favor of
                  Liberty".

                  9. AMENDMENT TO SECTION 7(e) (CROSS-DEFAULTS). SECTION 7(e) OF
THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING PROVISO AT THE
END THEREOF:

         "; and, PROVIDED, FURTHER, that a default, event or condition described
         in clause (iii) of this paragraph (e) shall not at any time constitute
         an Event of Default to the extent such default, event or condition
         arises out of the Borrower's failure to deliver audited financial
         statements or file a Form 10-K in respect of the Borrower's 2000 fiscal
         year prior to April 30, 2001, as may be required under any such
         instrument or agreement".

                  10. ADDITION OF SCHEDULE 1.1(D) (REAL ESTATE TRANSACTIONS).
The Credit Agreement is hereby amended by adding a new Schedule 1.1(d) to the
Credit Agreement in the form attached hereto as Annex A.

                  11. AMENDMENT TO THE INTERCREDITOR AGREEMENT. The
Administrative Agent is hereby instructed by the Lenders to execute and deliver
an amended and restated Intercreditor Agreement to reflect the Transactions. It
is understood that such amended and restated Intercreditor Agreement shall
provide, in substance, that the rights, remedies and interests of the Collateral
Trustee and the beneficiaries for which the Collateral Trustee acts, in respect
of the Collateral in which both the Administrative Agent and the Collateral
Trustee hold a security interest, shall be equivalent (but subject to) the
rights, remedies and interests in such Collateral of the Administrative Agent
and the Lenders.

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

                  13. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on and as of the date that:

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



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<PAGE>   6

                  (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 Credit
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 Borrower;

                  (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 Borrower; and

                  (e) the Administrative Agent shall have received an executed
certificate of an officer of the Borrower in form satisfactory to the
Administrative Agent as to (i) the accuracy of the representations and
warranties set forth in Section 3 of the Credit Agreement 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.

                  14. LIMITED CONSENT AND AMENDMENT. Except as expressly amended
herein, the Credit 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 Credit 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 Credit Agreement or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.

                  15. 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.

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




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<PAGE>   7



                  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



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<PAGE>   8





                           ACKNOWLEDGMENT AND CONSENT

                  Each of the undersigned parties to the Guarantee and
Collateral Agreement, 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 Secured
Parties, hereby (a) consents to the transactions contemplated by the foregoing
Amendment to the Credit Agreement and (b) acknowledges and agrees that the
guarantees and grants of security interests contained in the Guarantee and
Collateral Agreement and in the other Security Documents are, and shall remain,
in full force and effect after giving effect to such Amendment and all prior
modifications to the Credit 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





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<PAGE>   9



                           ALAMO RENT-A-CAR, LLC

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


                           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



                                       9
<PAGE>   10


                           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





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                                                                       EXHIBIT A

                              LENDER CONSENT LETTER

                             ANC RENTAL CORPORATION
                      AMENDED AND RESTATED CREDIT 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 Credit
Agreement, dated as of June 30, 2000 (the "CREDIT AGREEMENT"), among ANC RENTAL
CORPORATION, a Delaware corporation (the "BORROWER"), the Lenders parties
thereto, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent and as
Administrative Agent, and others. Unless otherwise defined herein, capitalized
terms used herein and defined in the Credit Agreement are used herein as therein
defined.

                  The Borrower has requested that the Lenders consent to amend
the Credit 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 Credit 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