<PAGE>   1
                                                                    EXHIBIT 10.1


                            SERIES 2001-1 SUPPLEMENT



                           dated as of March 30, 2001
                                     to the

                      AMENDED AND RESTATED BASE INDENTURE
                          dated as of December 1, 1996

                                      among

                        TEAM FLEET FINANCING CORPORATION,
                                   the Issuer

                               BUDGET GROUP, INC.
                                  the Servicer

                               BUDGET GROUP, INC.,
                            the Budget Interestholder

                                       and

                             BANKERS TRUST COMPANY,
                                   the Trustee
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                  Series 2001-1 Supplement, dated as of March 30, 2001 (as
         amended, supplemented or otherwise modified from time to time in
         accordance with the terms hereof and of the Base Indenture referred to
         below, this "Supplement"), among Team Fleet Financing Corporation, a
         Delaware corporation ("TFFC" or the "Issuer"), Budget Group, Inc.
         ("Budget"), a Delaware corporation formerly known as Team Rental Group,
         Inc. ("Team"), as the Servicer (in such capacity, the "Servicer"),
         Budget, as the holder of the Budget Interest (in such capacity, the
         "Budget Interestholder") and Bankers Trust Company, a banking
         corporation organized and existing under the laws of the State of New
         York, as Trustee (the "Trustee") under the Amended and Restated Base
         Indenture, dated as of December 1, 1996, among TFFC, Team and the
         Trustee (as amended, supplemented or otherwise modified from time to
         time, exclusive of Supplements creating a new Series of Notes, the
         "Base Indenture").

                                PRELIMINARY STATEMENT

                  WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide,
         among other things, that TFFC, the Servicer and the Trustee may at any
         time and from time to time enter into a supplement to the Base
         Indenture for the purpose of authorizing the issuance of one or more
         Series of Notes.

                  WHEREAS, all conditions precedent as set forth in such
         Sections with respect to entering into a supplement to the Base
         Indenture have been satisfied.

                  NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1

                                   DESIGNATION

                  (a)      There is hereby created a Series of Notes to be
         issued in one class pursuant to the Base Indenture and this Supplement
         and such Series of Notes (as defined below) shall be designated
         generally as the Variable Funding Rental Car Asset Backed Note, Series
         2001-1 and is referred to as the "Series 2001-1 Note."

                  (b)      The proceeds from the sale of and Increases in
         respect of the Series 2001-1 Note shall be deposited in the Series
         2001-1 Collection Account, and such proceeds shall be available to TFFC
         and used (i) on and after the Series 2001-1 Issuance Date, to finance
         the acquisition by the Issuer and the Lessees of, or to refinance,
         Financed Vehicles manufactured by certain Eligible Manufacturers and
         Eligible Receivables and (ii) on and after the Series 2001-1 Issuance
         Date, to acquire or refinance Lessor-Owned Vehicles manufactured by
         certain Eligible Manufacturers.
<PAGE>   3

                  (c)      The Series 2001-1 Note is a Segregated Series of
         Notes (as more fully described in the Base Indenture) and is hereby
         designated as a "Group IV Series of Notes". Accordingly, the Series
         2001-1 Note (and each other Group IV Series of Notes) shall be secured
         solely by the Group IV Collateral and any other collateral designated
         as security for the Series 2001-1 Note (and, as applicable, any other
         Group IV Series of Notes) under this Supplement or any other Supplement
         and will not be secured by any other collateral. The Issuer may from
         time to time issue additional Segregated Series of Notes that the
         related Series Supplements will indicate are entitled to share,
         together with the Series 2001-1 Note, the Group IV Collateral and any
         other collateral designated as security for the Group IV Series of
         Notes under this Supplement or any other related Series Supplement (the
         Series 2001-1 Note and any such additional Segregated Series, each, a
         "Group IV Series of Notes" and, collectively, the "Group IV Series of
         Notes"). Accordingly, all references in this Supplement to "all" Series
         of Notes (and all references in this Supplement to terms defined in the
         Base Indenture that contain references to "all" Series of Notes) shall,
         unless the context otherwise requires, refer solely to all Group IV
         Series of Notes.

                  (d)      If, notwithstanding the provisions of clause (c)
         above, the Series 2001-1 Note is deemed by any court to be secured by
         collateral other than the Group IV Collateral and any other collateral
         designated as security for the Series 2001-1 Note (and, as applicable,
         any other Series of Group IV Notes) under this Supplement or any other
         Supplement ("Non-Group IV Collateral"), then the interest of the Series
         2001-1 Noteholders in such Non-Group IV Collateral shall be subordinate
         in all respects to the interest of the Noteholders of the Series to
         which such Non-Group IV Collateral was pledged by the terms of the
         Indenture. The following shall govern the interpretation and
         construction of the provisions of this Supplement: (i) this Supplement
         is intended to constitute a subordination agreement under New York law
         and for purposes of Section 510(a) of the Bankruptcy Code, (ii) the
         subordination provided for in this Supplement is intended to and shall
         be deemed to constitute a "complete subordination" under New York law,
         and, as such, shall be applicable whether or not the Issuer or any
         Series 2001-1 Noteholder is a debtor in a case (a "bankruptcy case")
         under the Bankruptcy Code (or any amended or successor version
         thereof), (iii) (A) any reference to the Series 2001-1 Note shall
         include all obligations of the Issuer now or hereafter existing under
         each such Series 2001-1 Note, whether for principal, interest, fees,
         expenses or otherwise, and (B) without limiting the generality of the
         foregoing, "interest" owing on the Series 2001-1 Note shall expressly
         include any and all interest accruing after the commencement of any
         bankruptcy case or other insolvency proceeding where the Issuer is the
         debtor, notwithstanding any provision or rule of law (including,
         without limitation, 11 U.S.C. ss. ss. 502, 506(b) (1994) (or any
         amended or successor version thereof)) that might restrict the rights
         of any holder of an interest in the Series 2001-1 Note, as against the
         Issuer or any one else, to collect such interest, (iv) "payments"
         prohibited under the subordination provisions of this Supplement shall
         include any distributions of any type, whether cash,


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<PAGE>   4

         other debt instruments, or any equity instruments, regardless of the
         source thereof, and (v) the holder of any interest in the Series 2001-1
         Note retains such holder's right, under 11 U.S.C. ss. 1126 (1994) (or
         any amended or successor version thereof), to vote to accept or reject
         any plan of reorganization proposed for the Issuer in any subsequent
         bankruptcy of the Issuer; provided, however, that, regardless of any
         such vote or of the exercise of any other rights such holder (or its
         agents) may have under the Bankruptcy Code, and without limiting the
         generality of the other clauses of this clause (d), any distributions
         that such holder is to receive on account of such holder's interest in
         the Series 2001-1 Note under any such plan of reorganization, from the
         Issuer, from any collateral, from any guarantor, or from any other
         source shall be subordinated in right of payment as set forth herein
         and shall instead be distributed in the order of priority set forth
         herein.

                                    ARTICLE 2

                                   DEFINITIONS

         Section 2.1       Incorporation of Schedule 1, etc. All capitalized
terms not otherwise defined herein shall have the meaning set forth therefor in
Schedule 1 to the Base Indenture, as amended, supplemented or otherwise modified
from time to time in accordance with the terms of the Base Indenture. All
Article, Section or Subsection references herein shall refer to Articles,
Sections or Subsections of the Base Indenture, except as otherwise provided
herein. Unless otherwise stated herein, as the context otherwise requires or if
such term is otherwise defined in the Base Indenture, each capitalized term used
or defined herein shall relate only to the Series 2001-1 Note and not to any
other Series of Notes issued by TFFC.

         Section 2.2       Defined Terms. The following words and phrases,
unless otherwise defined in the Series 2001-1 Note Purchase Agreement, shall
have the following meanings with respect to the Series 2001-1 Note and the
definitions of such terms are applicable to the singular as well as the plural
form of such terms and to the masculine as well as the feminine and neuter
genders of such terms:

         "Accounts" means the Collection Account, the Group IV Collection
Account, the Series 2001-1 Collection Account, the Series 2001-1 Distribution
Account and each collection account for each other Group IV Series of Notes.

         "Accrued Amounts" means, with respect to any Group IV Series of Notes
(or any class of such Series of Notes), on any date of determination, the sum of
(i) accrued and unpaid interest on the Notes of such Series of Notes (or the
applicable class thereof), (ii) the portion of the accrued and unpaid Monthly
Servicing Fee (and any Supplemental Servicing Fee) allocated to such Series of
Notes (or the applicable class thereof) pursuant to the Indenture on such date,
and (iii) the product of (A) all other accrued and unpaid fees and expenses of
the Issuer on such date, and (B) a fraction, the numerator of which is the
Invested Amount of such Series of Notes (or the


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<PAGE>   5

applicable class thereof) on such date and the denominator of which is the
aggregate Invested Amount of all Series of Notes including non-segregated Series
of Notes) on such date.

         "Additional Distribution Date" has the meaning specified in Section
5.3(b)(ii).

         "Additional Fees" means, with respect to any Series 2001-1 Interest
Period, the aggregate amount of fees, if any, under the Note Purchase Agreement
then in effect which have accrued during such Series 2001-1 Interest Period and
which are payable by TFFC in respect of the Series 2001-1 Note, in each case
solely to the extent such fees are not included in the calculation of the Series
2001-1 Note Rate for any Series 2001-1 Interest Period.

         "Advance" has the meaning specified in the Series 2001-1 Note Purchase
Agreement.

         "Agent" means Deutsche Bank AG, New York Branch and its permitted
successors and/or assigns.

         "Aggregate Asset Amount" means, with respect to the Group IV Series of
Notes, for any date of determination, the sum, rounded to the nearest $100,000,
of (i) the Aggregate Group IV Repurchase Asset Amount and (ii) cash and
Permitted Investments on deposit in the Collection Account and Group IV
Collection Account allocable to the Group IV Series of Notes.

         "Aggregate Group IV Repurchase Asset Amount" means, for any date of
determination, the sum (without duplication), rounded to the nearest $100,000,
of (i) the Net Book Value of all Group IV Repurchase Vehicles leased under the
Group IV Master Lease as of such date and not turned in to the Manufacturer
thereof pursuant to its Repurchase Program or not otherwise sold or deemed to be
sold under the Related Documents, plus (ii) all amounts receivable as of such
date from Manufacturers under Repurchase Programs with respect to Group IV
Repurchase Vehicles turned in to such Manufacturers pursuant to any such
Repurchase Program or delivered to an authorized auction, pursuant to any
Repurchase Program, other than any such amounts which have become Losses, plus
(iii) all Auction Receivables due with respect to the disposition of Group IV
Repurchase Vehicles as of such date from any Auction Dealer with respect to
Group IV Repurchase Vehicles, other than any such amounts which have become
Losses, plus (iv) the aggregate amount of Eligible Receivables as of such date,
other than any such amounts which have become Losses, plus (v) with regard to
Group IV Repurchase Vehicles that have been turned in to the Manufacturer or
otherwise sold, any accrued and unpaid Base Rent under the Group IV Master Lease
with respect to such Group IV Repurchase Vehicles (net of amounts set forth in
clauses (ii), (iii) and (iv) above), other than any such amounts which have
become Losses.

         "Aggregate Principal Balance" means, for any date of determination,
with respect to any Group IV Series of Notes, the aggregate unpaid principal
amount of such Group IV Series of Notes as of such date (without giving effect
to any reduction thereof ordered by a court in any


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<PAGE>   6

insolvency or other similar proceeding, including, without limitation, by reason
of any cram-down, rejection or other action).

         "Asset Amount Deficiency" with respect to the Series 2001-1 Notes shall
mean a Series 2001-1 Asset Amount Deficiency and with respect to any other Group
IV Series of Notes, shall have the meaning specified in the related Series
Supplement.

         "Auction Dealer" means a Manufacturer-approved auction dealer under an
Eligible Repurchase Program which is a guaranteed depreciation program.

         "Auction Receivable" means a legal, valid and binding receivable due
from an Auction Dealer to TFFC or a Lessee in respect of Group IV Vehicles sold
at an auction conducted by or through or arranged by the Manufacturer pursuant
to its Eligible Repurchase Program which is a guaranteed depreciation program.

         "Base Amount" means, as of any date of determination, the sum of the
Net Book Values of all Financed Vehicles leased under the Finance Lease as of
such date, each such Net Book Value calculated as of the first day contained
within both the calendar month in which such date of determination occurs and
the Vehicle Term for the related Financed Vehicle, plus all accrued and unpaid
Monthly Base Rent thereunder as of such date.

         "Base Indenture" has the meaning set forth in the preamble.

         "BRACC" means Budget Rent A Car Corporation, a Delaware corporation.

         "Budget" has the meaning set forth in the preamble.

         "Budget Interest" means the transferable indirect interest in TFFC's
assets held by the Budget Interestholder to the extent relating to the Group IV
Collateral, including the right to receive payments with respect to such
collateral in respect of the Budget Interest Amount.

         "Budget Interest Amount" means, on any date of determination, the
amount, if any, by which the Aggregate Asset Amount at the end of the day
immediately prior to such date of determination exceeds the Required Asset
Amount at the end of such day.

         "Budget Interest Percentage" means, on any date of determination, when
used with respect to Group IV Collections that are Principal Collections,
Recoveries, Losses and other amounts, an amount equal to one hundred percent
(100%) minus the sum of (i) the invested percentages for all outstanding Group
IV Series of Notes including all classes of such Series of Notes and (ii) the
available subordinated amount percentages for all Group IV Series of Notes that
provide for credit enhancement in the form of overcollateralization, in each
case as such


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<PAGE>   7

percentages are calculated on such date with respect to Group IV Collections
that are Principal Collections, Recoveries, Losses and other amounts, as
applicable.

         "Budget Interestholder" means Budget, as owner of all outstanding
capital stock of TFFC, or any permitted successor or assign.

         "Casualty Payment" has the meaning specified in Section 6 of the Group
IV Master Lease.

         "Closing Date" means March 30, 2001.

         "Collateral" means the Group IV Collateral and the Series 2001-1
Collateral.

         "Collections" means Group IV Collections and all other Series 2001-1
Collections.

         "Committed Note Purchaser" means Deutsche Bank AG, New York Branch and
its permitted successors and/or assigns.

         "Conduit" has the meaning specified in the Series 2001-1 Note Purchase
Agreement.

         "Consolidated Subsidiary" means, at any time, with respect to Budget,
any Subsidiary or other entity the accounts of which would be consolidated with
those of Budget, in its consolidated financial statements as of such time.

         "Credit Agreement" means, the Amended and Restated Credit Agreement
among Budget, as borrower, certain financial institutions, as the lenders,
Credit Suisse First Boston, as administrative agent, dated as of June 19, 1998,
as amended by the First Amendment to Amended and Restated Credit Agreement,
dated as of September 11, 1998, as amended by the Second Amendment to Amended
and Restated Credit Agreement, dated as of March 19, 1999, as amended by the
Third Amendment to Amended and Restated Credit Agreement, dated as of December
22, 1999, as amended by the Fourth Amendment to Amended and Restated Credit
Agreement, dated as of September 30, 2000, as amended by the Fifth Amendment to
Amended and Restated Credit Agreement, dated as of January 10, 2001, as amended
by the Sixth Amendment to Amended and Restated Credit Agreement, dated as of
February 9, 2001 as modified by the Waiver and Consent to Amended and Restated
Credit Agreement, dated as of March 29, 2001.

         "Daily Interest Amount" means, for any day in a Series 2001-1 Interest
Period, an amount equal to (a) the product of (i) the Series 2001-1 Note Rate
for such Series 2001-1 Interest Period and (ii) the Aggregate Principal Balance
of the Series 2001-1 Note as of the close of business on such date, divided by
(b) 360.


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<PAGE>   8

         "DaimlerChrysler" means DaimlerChrysler Corporation.

         "Decrease" means a Voluntary Decrease or a Mandatory Decrease, as
applicable.

         "Deposit Date" has the meaning specified in Section 5.2 of this
Supplement.

         "Determination Date" means the second Business Day prior to each
Distribution Date.

         "Disposition Date" means, with respect to any Group IV Repurchase
Vehicle, (i) if such Group IV Vehicle was sold at auction or returned to a
Manufacturer for repurchase, pursuant to the applicable Repurchase Program, the
date on which such Group IV Vehicle was sold at auction or accepted for return
by such Manufacturer or its agent and, in each case, the Depreciation Charges
ceased to accrue pursuant to such Repurchase Program, or (ii) if such Group IV
Vehicle was sold to any Person (other than to a Manufacturer pursuant to such
Manufacturer's Repurchase Program or to a third party through an auction
conducted by or through or arranged by the Manufacturer pursuant to its
Repurchase Program), the date on which title to the Group IV Repurchase Vehicle
was transferred in connection with such sale.

        "Disposition Proceeds" means the net proceeds (other than the Repurchase
Price or Guaranteed Payments payable by the related Manufacturer pursuant to an
Eligible Repurchase Program) from the sale or disposition of Group IV Vehicles
to any Person, whether at auction or otherwise; provided, however, that
Disposition Proceeds shall not include Termination Payments.

         "Distribution Date" means, with respect to the Series 2001-1 Note, the
25th day of each calendar month or, if such day is not a Business Day, the
next succeeding Business Day, commencing April 25, 2001.

         "Distributions" means (i) contributions, loans or other distributions
made by Budget to a profit sharing or pension plan not made in the ordinary
course of the operation of such Plan and (ii) all fees, rents and other
compensation or payments paid or made by Budget or its Subsidiaries to any
stockholder of Budget except for such fees, rents or other compensation or
payments paid or made in exchange for actual services rendered to Budget on an
arm's length basis by such stockholder.

         "Eligible Manufacturer" means an Eligible Repurchase Manufacturer.

         "Eligible Receivable" means a legal, valid and binding receivable (a)
due from any Eligible Repurchase Manufacturer or Auction Dealer under an
Eligible Repurchase Program to TFFC or a creditor of TFFC or (with respect to
Texas Vehicles and Hawaii Vehicles) a Lessee or a creditor or such Lessee, (b)
in respect of a Group IV Repurchase Vehicle purchased by such Eligible
Repurchase Manufacturer or sold at an auction pursuant to an Eligible Repurchase


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<PAGE>   9

Program, which absent such purchase or sale, would have constituted an Eligible
Repurchase Vehicle with respect to which the Lien of the Trustee was noted on
the Certificate of Title at the time of purchase or refinancing, and (c) the
right to payments in respect of which has been assigned by TFFC thereof to the
Trustee for the benefit of the Secured Parties; provided that no amount
receivable from an Eligible Repurchase Manufacturer or Auction Dealer under an
Eligible Repurchase Program shall be an Eligible Receivable if such amount
remains unpaid more than ten (10) days after (i) the Repurchase Program Payment
Due Date in respect of such Group IV Vehicle, in the case of amounts receivable
from an Eligible Repurchase Manufacturer or (ii) the Disposition Date in respect
of such Group IV Vehicle, in the case of amounts due from an Auction Dealer.

         "Eligible Repurchase Manufacturer" means each Manufacturer listed on
Exhibit B to this Supplement and any other Manufacturer (a) that has an Eligible
Repurchase Program, (b) has been approved by each Enhancement Provider, if any,
for the Group IV Series of Notes and by the Committed Note Purchaser and (c)
with respect to which Rating Agency Confirmation (for all Group IV Series of
Notes) has been obtained regarding the addition of such Manufacturer as an
Eligible Repurchase Manufacturer; provided, however, that upon the occurrence of
a Manufacturer Event of Default with respect to such Manufacturer, such
Manufacturer shall no longer qualify as an Eligible Repurchase Manufacturer.

         "Eligible Repurchase Program" means, at any time, a Repurchase Program
(as defined in this Supplement) offered by an Eligible Repurchase Manufacturer
(a) pursuant to which the Repurchase Price (or the price guaranteed to be
received at an auction conducted by or within the requirements established by
such Manufacturer) is at least equal to the Capitalized Cost of each Group IV
Vehicle, minus all Depreciation Charges accrued with respect to such Group IV
Vehicle prior to the date that the Group IV Vehicle is submitted for repurchase
or auction, minus Excess Mileage Charges, minus Excess Damage Charges and minus
any other charges specified in such Repurchase Program, (b) that cannot be
amended or terminated with respect to any Group IV Vehicle after the purchase of
that Group IV Vehicle, and (c) with respect to any Group IV Repurchase Vehicle
of such Manufacturer that is leased or proposed to be leased under the Group IV
Master Lease, the benefits of which Repurchase Program have been collaterally
assigned to the Trustee pursuant to an Assignment Agreement acknowledged in
writing by such Manufacturer and applicable to the model year of such Group IV
Repurchase Vehicle, and TFFC (and the Trustee on behalf of TFFC) has been
provided with an opinion of counsel or officer's certificate reasonably
satisfactory to the Trustee that the Trustee and TFFC can enforce the applicable
Manufacturer's obligations thereunder; provided, however, that with respect to a
Repurchase Program for any model year beginning with 2001 and thereafter, if any
Group IV Series of Notes is then being rated by Standard & Poor's or Moody's,
TFFC shall have received (i) confirmation by Standard & Poor's or Moody's, as
the case may be, that the acquisition of Group IV Vehicles pursuant to such
Repurchase Program will not result in the reduction or withdrawal of any rating
issued by Standard & Poor's or Moody's in respect of such Series of Notes, and
(ii) if there is a major change to a Repurchase Program during a model year,
Rating


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<PAGE>   10

Agency Confirmation that the acquisition of Group IV Vehicles pursuant to such
Repurchase Program will not result in a reduction or withdrawal of any rating
issued by each Rating Agency in respect of such Series of Notes.

         "Eligible Repurchase Vehicle" means any automobile, van or light truck
(a) which at the time of purchase or financing by TFFC is eligible under an
Eligible Repurchase Program, (b) which is owned by TFFC or is a Texas Vehicle or
Hawaii Vehicle, and (c) with respect to which (i) TFFC is noted as the owner on
the Certificate of Title therefor and (ii) either (x) the Trustee is noted as
the first lienholder on the Certificate of Title therefor or (y) the Certificate
of Title has been submitted to the appropriate state authorities for such
notation as lienholder; provided, however, if the actions provided in clause (i)
or (ii) are not sufficient in any state to cause the Trustee's Lien upon such
Group IV Vehicle to be a perfected first Lien, then in order for a Group IV
Vehicle titled in such state to be an "Eligible Repurchase Vehicle," such action
as is required to cause the Trustee's Lien to be a perfected first Lien shall
have been taken by the Servicer.

         "Enhancement Percentage" means (as calculated by the Servicer) (i) (for
purposes of determining the Series 2001-1 Required Asset Amount for Period One)
on any day during Period One, a percentage equal to the sum of (A) 20% times the
Non-Nissan Percentage on such day plus (B) 25% times the Nissan Percentage on
such day and (ii) (for purposes of determining the Series 2001-1 Required Asset
Amount for Period Two) on any day during Period Two, 25%.

         "Excess Amounts" has the meaning specified in Section 5.2(d)(vi) of
this Supplement.

         "Excess Hyundai Amount" means a dollar amount equal to the amount by
which (a) the Net Book Value of all Hyundai Vehicles on such date exceeds (b)
during Period One, zero and, during Period Two, 10% of the Aggregate Asset
Amount.

         "Excluded Payments" means the following amounts payable to TFFC or a
Lessee pursuant to the Repurchase Programs: (i) all incentive payments payable
to TFFC or a Lessee to purchase Group IV Vehicles under the Repurchase Programs,
(ii) all amounts payable to TFFC or a Lessee as compensation for the preparation
by TFFC or a Lessee of newly delivered Group IV Vehicles under the Repurchase
Programs and (iii) all amounts payable to TFFC or a Lessee in reimbursement for
warranty work performed by TFFC or a Lessee on the Group IV Vehicles under the
Repurchase Programs.

         "Final Draw Notice" means a written request to increase the Series
2001-1 Maximum Invested Amount to $350 million that is delivered by TFFC to the
Agent on or after the Closing Date for the Series 2001-2 Transaction.

         "Final Draw Notice Period" means the 30th day after TFFC's delivery
of the Final Draw Notice to the Agent.


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<PAGE>   11

         "Finance Lease" has the meaning specified in Annex B to the Group IV
Master Lease.

         "Financed Vehicle" means an Eligible Repurchase Vehicle that is a Texas
Vehicle or Hawaii Vehicle financed by TFFC on or after the Lease Commencement
Date under the Finance Lease.

         "Ford" means Ford Motor Company.

         "Group IV Collateral" has the meaning specified in Section 3.1(a) of
this Supplement.

         "Group IV Collection Account" has the meaning specified in Section
5.1(a) of this Supplement.

         "Group IV Collections" means (a) all payments made under the Group IV
Master Lease, (b) all Disposition Proceeds, Repurchase Prices and Guaranteed
Payments on Group IV Vehicles, (c) any insurance proceeds or other payments with
respect to the Group IV Vehicles and (d) all amounts earned on Permitted
Investments allocable to or arising out of investment of funds on deposit in the
Group IV Collection Account; provided that, in the case of amounts in clauses
(b) and (c), such amounts shall be allocated to the Group IV Vehicles in
accordance with the terms hereof and the Servicer's normal practices and
procedures for determining and allocating vehicle proceeds.

         "Group IV Interest Collections" means on any date of determination (a)
the aggregate amount of Group IV Collections in the Group IV Collection Account
which represent (i) Monthly Variable Rent, Monthly Finance Rent or Monthly
Supplemental Rent accrued under the Group IV Master Lease, or (ii) any amounts
earned on Permitted Investments in the Collection Account and the Group IV
Collection Account which constitute Group IV Collateral, and (b) amounts earned
on Permitted Investments in the Group IV Collection Account (or any subaccount
thereof), which, in the case of clauses (a)(ii) and (b) above, are available for
distribution on such date.

         "Group IV Invested Amount" means, as of any date of determination, an
amount equal to the aggregate of the Invested Amounts of all Group IV Series of
Notes.

         "Group IV Master Lease" means the Master Motor Vehicle Lease Agreement,
Group IV, dated as of March 30, 2001 among TFFC, as lessor, certain subsidiaries
and affiliates of Budget and certain non-affiliates of Budget, as lessees, and
Budget, as guarantor, as amended, supplemented or otherwise modified from time
to time.

         "Group IV Noteholder" means a Person in whose name a Group IV Note is
registered in the Note Register.


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<PAGE>   12

         "Group IV Principal Collections" means all Group IV Collections other
than Group IV Interest Collections.

         "Group IV Repurchase Vehicle" means a passenger automobile, van or
light truck that is leased under the Group IV Master Lease and is subject to an
Eligible Repurchase Program at the time of its leasing under the Group IV Master
Lease.

         "Group IV Series of Notes" has the meaning specified in Article 1 of
this Supplement.

         "Group IV TFFC Agreements" has the meaning specified in Section
3.1(a)(i) of this Supplement.

         "Group IV Vehicles" means the Vehicles leased under the Group IV Master
Lease.

         "Hawaii Vehicle" means a Group IV Vehicle financed by TFFC on or after
the Lease Commencement Date for lease in the State of Hawaii.

         "Hyundai" means Hyundai Motors America.

         "Hyundai Percentage" means, on any date of determination occurring
during (a) Period One, 0% and (b) Period Two, the lesser of (i) the percentage
equivalent of a fraction, the numerator of which is the aggregate Net Book Value
of all Hyundai Vehicles as of such date and the denominator of which is the
aggregate Net Book Value of all Vehicles leased under the Group IV Master Lease
as of such date and (ii) 10%.

         "Hyundai Vehicles" means Vehicles leased under the Group IV Master
Lease manufactured by Hyundai.

         "Increase" has the meaning specified in Section 4.2(a) of this
Supplement.

         "Increase Date" means the date on which an Increase occurs.

         "Initial Invested Amount" means the aggregate initial principal amount
of the Series 2001-1 Note, which is $0.

         "Interest Reset Date" means the first day of the applicable Series
2001-1 Interest Period.

         "Invested Amount" means, with respect to each Series of Notes, the
amount specified in the applicable supplement.

         "Late Return Payment" has the meaning specified in Section 12 of the
Group IV Master Lease.


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<PAGE>   13

         "Lease Collateral" has the meaning specified in Section 2(b) of the
Group IV Master Lease.

         "Lessor-Owned Vehicle" means any Eligible Repurchase Vehicle other than
a Financed Vehicle, that is acquired by TFFC and leased by TFFC to any of the
Lessees under Annex A to the Group IV Master Lease.

         "Losses" means, on any date of determination, the sum of all Series
2001-1 Repurchase Losses.

         "Mandatory Decrease" has the meaning specified in Section 4.3(a).

         "Manufacturer Receivable" means an amount due from a Manufacturer under
a Repurchase Program in respect of or in connection with a Group IV Repurchase
Vehicle being turned back to such Manufacturer.

         "Master Lease Advance" has the meaning specified in Section 2.1(a) of
the Group IV Master Lease.

         "Maximum Lease Commitment" means, on any date of determination, the sum
of (i) the Series 2001-1 Maximum Invested Amount on such date, plus (ii) the
Series 2001-1 Available Subordinated Amount on such date, plus the aggregate Net
Book Values of all Group IV Vehicles leased under the Group IV Master Lease as
of such date which were acquired, financed, or refinanced with funds other than
proceeds of the Series 2001-1 Note or the Series 2001-1 Available Subordinated
Amount, plus (iv) any amounts held in the Budget Distribution Account allocable
to Group IV Collateral that TFFC commits on or prior to such date to invest in
new Group IV Vehicles (as evidenced by an Officer's Certificate of TFFC) in
accordance with the terms of the Group IV Master Lease and the Indenture.

         "Minimum Hyundai Credit Support Amount" means, with respect to the
Series 2001-1 Note on any day (as calculated by the Servicer), the excess of (i)
the quotient of (x) a dollar amount equal to the product of (a) the Aggregate
Principal Balance of the Series 2001-1 Note as of such date minus the aggregate
amount of cash and Permitted Investments in the Series 2000-1 Collection Account
on such date and (b) the Hyundai Percentage as of such date divided by (y) 100%
minus the Series 2001-1 Minimum Hyundai Credit Support Percentage as of such day
over (ii) the dollar amount specified in clause (x) above.

         "Minimum Nissan Credit Support Amount" means, with respect to the
Series 2001-1 Note on any day (as calculated by the Servicer), the excess of (i)
the quotient of (x) a dollar amount equal to the product of (a) the Aggregate
Principal Balance of the Series 2001-1 Note as of such date minus the aggregate
amount of cash and Permitted Investments in the Series 2001-1 Collection Account
on such date and (b) the Nissan Percentage as of such date divided by (y)


                                      -12-
<PAGE>   14

100% minus the Series 2001-1 Minimum Nissan Credit Support Percentage as of such
day over (ii) the dollar amount specified in clause (x) above.

         "Minimum Non-Nissan Credit Support Amount" means, with respect to the
Series 2001-1 Note on any day (as calculated by the Servicer), the excess of (i)
the quotient of (x) a dollar amount equal to the product of (a) the Aggregate
Principal Balance of the Series 2001-1 Note as of such date minus the aggregate
amount of cash and Permitted Investments in the Series 2001-1 Collection Account
on such date and (b) the Non-Nissan Percentage as of such date divided by (y)
100% minus the Series 2001-1 Minimum Non-Nissan Credit Support Percentage as of
such day over (ii) the dollar amount specified in clause (x) above.

         "Monthly Base Rent" has the meaning specified in Section 9(a) of Annex
A and in Section 6(a) of Annex B to the Group IV Master Lease.

         "Monthly Principal Allocation" has the meaning specified in Section
5.5(a).

         "Monthly Supplemental Payment" has the meaning specified in Section
6(b) of Annex B to the Group IV Master Lease.

         "Moody's" means Moody's Investors Service, Inc.

         "Net Book Value" means, with respect to any Group IV Vehicle being
leased under the Group IV Master Lease (a) as of any date of determination
during the period from the Vehicle Lease Commencement Date for such Group IV
Vehicle to but excluding the Determination Date with respect to the Related
Month in which such Vehicle Lease Commencement Date occurs (such Determination
Date, the "Initial Determination Date" for such Group IV Vehicle), the
Capitalized Cost of such Group IV Vehicle, (b) as of the Initial Determination
Date for such Group IV Vehicle, (i) the Capitalized Cost for such Group IV
Vehicle minus (ii) the aggregate Depreciation Charges accrued with respect to
such Group IV Vehicle through the last day of the Related Month in which the
Vehicle Lease Commencement Date for such Group IV Vehicle occurred, or (c) as of
any Determination Date after the Initial Determination Date, (i) the Net Book
Value of such Group IV Vehicle as calculated on the immediately preceding
Determination Date minus (ii) the aggregate Depreciation Charges accrued with
respect to such Group IV Vehicle during the Related Month (through the last day
thereof). After the Initial Determination Date, on any day which is not a
Determination Date, the Net Book Value of a Group IV Vehicle shall be the Net
Book Value calculated for such Group IV Vehicle on the most recent Determination
Date.

         "Nissan" means Nissan Motors Corporation in the U.S.A., Inc.

         "Nissan Percentage" means, on any date of determination, the percentage
equivalent of a fraction, the numerator of which is the aggregate Net Book Value
of all Nissan Vehicles as of


                                      -13-
<PAGE>   15

such date and the denominator of which is the aggregate Net Book Value of all
Group IV Vehicles leased under the Group IV Master Lease as of such date.

         "Nissan Vehicles" means Vehicles leased under the Group IV Master Lease
manufactured by Nissan.

         "Non-Nissan Percentage" means, on any date of determination, the
percentage equivalent of a fraction, the numerator of which is the aggregate Net
Book Value of all Non-Nissan Vehicles as of such date and the denominator of
which is the aggregate Net Book Value of all Group IV Vehicles as of such date.

         "Non-Nissan Vehicles" means Group IV Vehicles manufactured by Ford,
Toyota and DaimlerChrysler leased under the Group IV Master Lease.

         "Note Interest Shortfall" with respect to the Series 2001-1 Note, has
the meaning specified in Section 5.4.

         "Officer's Certificate" with respect to the Series 2001-1 Note, means a
certificate signed by two Authorized Officers of TFFC, Budget or a Lessee, as
the case may be.

         "Operating Lease" has the meaning specified in Annex A to the Group IV
Master Lease.

         "Period One" means the period commencing on the Series 2001-1 Issuance
Date to and including June 30, 2001.

         "Period Two" means the period commencing on July 1, 2001 to and
including the Series 2001-1 Termination Date.

         "Permitted Investments" means negotiable instruments or securities
maturing on or before the related Distribution Date represented by instruments
in bearer or registered or in book entry form which evidence (i) obligations the
full and timely payment of which is to be made by or is fully guaranteed by the
United States of America; (ii) demand deposits, time deposits in, or
certificates of deposit issued by, any depositary institution or trust company
incorporated under the laws of the United States of America or any state thereof
and subject to supervision and examination by Federal or State banking or
depositary institution authorities; provided, however, that at the time of the
investment or contractual commitment to invest therein, the certificates of
deposit or short-term deposits, if any, or long-term unsecured debt obligations
(other than such obligation whose rating is based on collateral or on the credit
of a Person other than such institution or trust company) of such depositary
institution or trust company shall have a credit rating from Standard & Poor's
of A-1 and from Moody's of at least P-1, in the case of certificates of deposit
or short-term deposits, or a rating from Standard & Poor's not lower than AA or
from Moody's not lower than Aa3, in the case of long-term unsecured debt
obligations;


                                      -14-

<PAGE>   16



(iii) commercial paper having, at the time of the investment or contractual
commitment to invest therein, a rating from Standard & Poor's of at least A-1
and from Moody's of at least P-1; (iv) demand deposits or time deposits which
are fully insured by the Federal Deposit Insurance Corporation; (v) bankers,
acceptances issued by any depositary institution or trust company described in
clause (ii) above; (vi) investments in money market funds rated AAm or AAmG by
Standard & Poor's or otherwise approved in writing by Standard & Poor's and a
comparable rating from Moody's or otherwise approved in writing by Moody's;
(vii) Eurodollar time deposits having a credit rating from Standard & Poor's of
A-1 and from Moody's of at least P-1; (viii) repurchase agreements involving any
of the Permitted Investments described in clauses (i) and (vii) above and the
certificates of deposit described in clause (ii) above which are entered into
with a depository institution or trust company, having a commercial paper or
short-term certificate of deposit rating of A-1 by Standard & Poor's and at
least P-1 by Moody's; and (ix) any other instruments or securities approved in
writing by the Required Noteholders or, if any Group IV Series of Notes is then
being rated by one or more Rating Agencies, with respect to which the Rating
Agencies confirm in writing that such investment in such instruments or
securities will not adversely affect any ratings with respect to any Group IV
Series of Notes or the Commercial Paper Notes (if any).

         "Permitted Liens" is defined in Section 30.3 of the Group IV Master
Lease.

         "Principal Shortfall" has the meaning specified in Section 5.5(a) of
this Supplement.

         "Pro Rata Share" means, with respect to a Lessee, the ratio (expressed
as a percentage) of (i) the aggregate Net Book Value of Group IV Vehicles leased
by such Lessee divided by (ii) the aggregate Net Book Value of all Group IV
Vehicles leased under the Group IV Master Lease.

         "Rating Agencies" means, each nationally-recognized rating agency then
currently requested to rate the Series 2001-1 Note or, as the context requires,
any Group IV Series of Notes or class thereof.

         "Rating Agency Confirmation" means, with respect to the Series 2001-1
Note, written confirmation by (i) the Conduit and the Committed Note Purchaser
that it has consented to the proposed action, amendment, waiver or modification
and (ii) each Rating Agency then rating the commercial paper notes issued by the
Series 2001-1 Note Purchaser that the proposed action, amendment, waiver or
modification will not result in the reduction or withdrawal of its rating of
such commercial paper notes.

         "Recoveries" means, for any Related Month, the Series 2001-1 Repurchase
Recoveries.

         "Refinanced Vehicles" has the meaning specified in Section 2.1(b) of
the Group IV Master Lease.


                                      -15-
<PAGE>   17

         "Refinancing Schedule" has the meaning set forth in Section 2.1(b) of
the Group IV Master Lease.

         "Related Documents" means the collective reference to the documents
referred to in clause (i) of the definition of Related Documents in Schedule 1
to the Base Indenture (giving effect to the definitional changes set forth in
Section 7.1(i) hereof), the Group IV Master Lease and the Series 2001-1 Note
Purchase Agreement.

         "Repurchase Program" means a program pursuant to which a Manufacturer
has agreed with a Lessee, Budget or TFFC to repurchase or guarantee the auction
sale price of Group IV Vehicles manufactured by it or one of its Affiliates
during a specified time period.

         "Repurchase Program Payment Due Date" means, with respect to any
payment due from a Manufacturer or auction dealer in respect of a Group IV
Repurchase Vehicle disposed of pursuant to the terms of the related Repurchase
Program, the thirtieth (30th) day after the Disposition Date for such Group IV
Vehicle.

         "Required Asset Amount" means with respect to the Series 2001-1 Note,
at any date of determination, the sum of (i) the Aggregate Principal Balance of
all Group IV Series of Notes that do not provide for Enhancement in the form of
overcollateralization plus (ii) with respect to all Group IV Series of Notes
that provide for Enhancement in the form of overcollateralization, the sum of
(a) the Aggregate Principal Balance of all such Series of Notes, plus (b) the
available subordinated amounts required to be maintained as part of the minimum
enhancement amount for all such Series of Notes.

         "Required Noteholders" means Series 2001-1 Noteholders holding more
than 50% of the Series 2001-1 Invested Amount and the Committed Note Purchaser.

         "Series 2001-1 Accrued Interest Account" has the meaning specified in
Section 5.1(b) of this Supplement.

         "Series 2001-1 Aggregate Asset Amount" means, with respect to the
Series 2001-1 Note, for any date of determination, an amount, rounded to the
nearest $100,000, equal to the sum of (a) the Series 2001-1 Invested Percentage
of the Aggregate Group IV Repurchase Asset Amount, plus (b) cash and Permitted
Investments on deposit in the Series 2001-1 Collection Account and on deposit in
the Collection Account and Group IV Collection Account allocable to Series 2001-
1.

         "Series 2001-1 Asset Amount Deficiency" with respect to the Series
2001-1 Note will occur if, at any time, the Series 2001-1 Required Asset Amount
exceeds the Series 2001-1 Aggregate Asset Amount.


                                      -16-
<PAGE>   18

         "Series 2001-1 Available Subordinated Amount" means for any date of
determination, the excess of (a) the sum of (i) the Series 2001-1 Available
Subordinated Amount for the preceding Determination Date (or, in the case of the
initial Determination Date, as of the Series 2001-1 Issuance Date), (ii) the
Series 2001-1 Available Subordinated Amount Incremental Recoveries for the
Related Month and (iii) any other additional amounts contributed by TFFC or
Budget to the Series 2001-1 Collection Account or otherwise for allocation to
the Series 2001-1 Available Subordinated Amount since the preceding
Determination Date (or, in the case of the first Determination Date, since the
Series 2001-1 Issuance Date) pursuant to Section 5.2(d)(iv), over (b) the sum of
(i) the Series 2001-1 Available Subordinated Amount Incremental Losses for the
Related Month and (ii) any amounts withdrawn from the Series 2001-1 Collection
Account and allocated to the Budget Distribution Account; provided, however,
that the Series 2001-1 Available Subordinated Amount for the period from the
Series 2001-1 Issuance Date to the first Determination Date shall be $0.

         "Series 2001-1 Available Subordinated Amount Incremental Losses" means
for any Related Month, the sum of all Losses that became Losses during such
Related Month and which were allocated to the Series 2001-1 Available
Subordinated Amount pursuant to Section 5.2(c) hereof.

         "Series 2001-1 Available Subordinated Amount Incremental Recoveries"
means, for any Related Month, the sum of all Recoveries that became Recoveries
during such Related Month and which were allocated to the Series 2001-1
Available Subordinated Amount pursuant to Section 5.2(c) hereof.

         "Series 2001-1 Carrying Charges" means, as of any day, (i) the
aggregate of all Trustee fees, servicing fees (other than supplemental servicing
fees) and other fees and expenses and indemnity amounts, if any, payable by TFFC
or the Servicer under the Indenture, the Series 2001-1 Note Purchase Agreement
or the other Related Documents which have accrued with respect to the Series
2001-1 Note during the Related Month or, in the case of such servicing fees and
in the case of any commitment fees or other fees and expenses that are
calculated in respect of the related Series 2001-1 Interest Period (however
denominated) and arise under the Series 2001-1 Note Purchase Agreement, that
have accrued during the related Series 2001-1 Interest Period, plus (ii) without
duplication, all amounts payable by the Lessees pursuant to Section 15 of the
Group IV Master Lease which have accrued during the Related Month.

         "Series 2001-1 Collateral" has the meaning specified in Section 3.1(b)
of this Supplement.

         "Series 2001-1 Collection Account" is defined in Section 5.1(a) of this
Supplement.


                                      -17-

<PAGE>   19

         "Series 2001-1 Collections" means the sum of (a) the Series 2001-1
Invested Percentage of all Group IV Collections constituting Group IV Principal
Collections and Recoveries and (b) all Series 2001-1 Interest Collections.

         "Series 2001-1 Credit Support Amount" means, for any date of
determination (as calculated by the Servicer), the Series 2001-1 Available
Subordinated Amount on such date plus the amount of such other form of credit
enhancement as shall have been agreed to by the Required Noteholders (in their
sole and absolute discretion).

         "Series 2001-1 Credit Support Deficiency" means, with respect to any
date of determination, either (a) the amount, if any, by which the Series 2001-1
Minimum Credit Support Amount exceeds the Series 2001-1 Credit Support Amount or
(b) as the context requires, that the Series 2001-1 Minimum Credit Support
Amount exceeds the Series 2001-1 Credit Support Amount.

         "Series 2001-1 Distribution Account" has the meaning specified in
Section 5.7(a) of this Supplement.

         "Series 2001-1 Event of Default" means the occurrence and continuation
beyond any applicable grace and cure periods set forth therein of any event
which, with the giving of notice, the passage of time, or both, would constitute
(a) an "event of default" set forth in the Credit Agreement without giving
effect to any amendment or other modification to such agreement or any waiver of
any such event of default in each case on or subsequent to the date hereof not
approved in an instrument in writing signed by the Required Noteholders;
provided, however, that for the purposes of this Series Supplement, the "events
of default" section set forth in the Credit Agreement shall survive the
termination of the Commitments (as defined in the Credit Agreement) of the
Lenders (as defined in the Credit Agreement) under the Credit Agreement, the
payment in full of all Obligations (as defined in the Credit Agreement) under
the Credit Agreement and the termination of such agreement pursuant to the terms
thereof; or (b) an "amortization event" pursuant to any other Series issued by
TFFC or guaranteed by Budget without giving effect to any amendment or other
modification to such agreement or any waiver of such event of default, in each
case on or subsequent to the date hereof not approved in an instrument in
writing by the Required Noteholders; provided, however, that for the purposes of
this Series Supplement, the "amortization events" pursuant to any other Series
shall survive the termination of such other Series pursuant to the terms
thereof.

         "Series 2001-1 Interest Allocation" has the meaning specified in
Section 5.2(a)(i) of this Supplement.

         "Series 2001-1 Interest Collections" means on any date of
determination, the Series 2001-1 Invested Percentage (as of such date) of the
Group IV Interest Collections.


                                      -18-
<PAGE>   20

         "Series 2001-1 Interest Period" means a period from and including a
Distribution Date to but excluding the next succeeding Distribution Date;
provided, however, that the initial Series 2001-1 Interest Period shall be from
the Series 2001-1 Issuance Date to but excluding the initial Distribution Date
with respect to the Series 2001-1 Notes.

         "Series 2001-1 Invested Amount" means, when used with respect to any
date, an amount equal to (a) the Initial Invested Amount minus (b) the amount of
principal payments made to Series 2001-1 Noteholders and Decreases on or prior
to such date minus (c) all Losses allocated to the Series 2001-1 Invested Amount
on or prior to such date plus (d) all Recoveries allocated to the Series 2001-1
Invested Amount on or prior to such date plus (e) all Increases on or prior to
such date.

         "Series 2001-1 Invested Percentage" means, on any date of
determination:

                  (i) when used with respect to Principal Collections during the
         Series 2001-1 Revolving Period and when used with respect to Losses,
         Recoveries, cash on deposit in the Collection Account or the Group IV
         Collection Account and other amounts at all times, the percentage
         equivalent of a fraction, the numerator of which shall be an amount
         equal to the sum of (x) the Series 2001-1 Invested Amount and (y) the
         Series 2001-1 Available Subordinated Amount, in each case as of the end
         of the second preceding Related Month or, until the end of the second
         Related Month, as of the Series 2001-1 Issuance Date, and the
         denominator of which shall be the greater of (A) the Aggregate Asset
         Amount as of the end of the second preceding Related Month or, until
         the end of the second Related Month, as of the Series 2001-1 Issuance
         Date, and (B) as of the same date as in clause (A), the sum of the
         numerators used to determine (i) invested percentages for allocations
         with respect to Principal Collections (for all Group IV Series of Notes
         including all classes of such Series of Notes) and (ii) available
         subordinated amount percentages for allocations with respect to
         Principal Collections (for all Group IV Series of Notes that provide
         for credit enhancement in the form of overcollateralization); and

                  (ii) when used with respect to Principal Collections, during
         the Series 2001-1 Rapid Amortization Period, the percentage equivalent
         of a fraction, the numerator of which shall be an amount equal to the
         sum of (x) the Series 2001-1 Invested Amount and (y) the Series 2001-1
         Available Subordinated Amount, in each case as of the end of the Series
         2001-1 Revolving Period, and the denominator of which shall be the
         greater of (A) the Aggregate Asset Amount as of the end of the second
         preceding Related Month and (B) as of the same date as in clause (A),
         the sum of the numerators used to determine (i) invested percentages
         for allocations with respect to Principal Collections (for all Group IV
         Series of Notes including all classes of such Series of Notes) and (ii)
         available subordinated amount percentages for allocations with respect
         to Principal Collections (for


                                      -19-
<PAGE>   21

         all Group IV Series of Notes that provide for credit enhancement in the
         form of overcollateralization).

                  (iii) when used with respect to Group IV Interest Collections,
         the percentage equivalent of a fraction the numerator of which shall be
         the Accrued Amounts with respect to the Series 2001-1 Notes on such
         date of determination and the denominator of which shall be the
         aggregate Accrued Amounts with respect to the Group IV Series of Notes
         on such date of determination.

         "Series 2001-1 Investor Monthly Servicing Fee" means, on any
Distribution Date, one-twelfth of 1.0% of the Series 2001-1 Invested Amount as
of the preceding Distribution Date (or, in the case of the initial Distribution
Date, the Series 2001-1 Issuance Date).

         "Series 2001-1 Issuance Date" means April [4], 2001.

         "Series 2001-1 Limited Liquidation Event of Default" means, so long as
such event or condition continues, (a) any event or condition of the type
specified in Sections 6.1(b), 6.1(h), 6.1(i) or 6.1(j) of this Supplement that
continues for one (1) Business Day (without double counting the one (1) Business
Day cure period provided for in said Section 6.1(b)); or (b) all principal of
and interest on the Series 2001-1 Note (together with all other amounts due in
respect thereof) is not paid in full on or before the Series 2001-1 Termination
Date.

         "Series 2001-1 Maximum Invested Amount" means (A) upon the Series
2001-1 Issuance Date, $100 million, (B) upon the pricing of the Series 2001-2
Transaction, $150 million, (C) upon the occurrence of the Closing Date of the
Series 2001-2 Transaction, $200 million and (D) after the expiration of the
Final Draw Notice Period, $350 million.

         "Series 2001-1 Minimum Credit Support Amount" means, as of any date,
(i) the sum of (a) the Minimum Nissan Credit Support Amount on such date and (b)
the Minimum Non-Nissan Credit Support Amount on such date and (c) the Minimum
Hyundai Credit Support Amount on such date and (d) the Excess Hyundai Amount.

         "Series 2001-1 Minimum Hyundai Credit Support Percentage means, with
respect to any date of determination (i) occurring during Period One, 0% and
(ii) occurring during Period Two, 25%.

         "Series 2001-1 Minimum Nissan Credit Support Percentage means, with
respect to any date of determination, 25%.

         "Series 2001-1 Minimum Non-Nissan Credit Support Percentage means, with
respect to any date of determination (a) occurring during Period One, 20% and
(b) occurring during Period Two, 25%.


                                      -20-
<PAGE>   22

         "Series 2001-1 Monthly Supplemental Servicing Fee" means, on any
Distribution Date, the product of (a) the Supplemental Servicing Fee accrued on
such date and (b) a fraction, the numerator of which shall be the Series 2001-1
Invested Amount on such Distribution Date and the denominator of which shall be
the sum (without duplication) of (i) the aggregate of the invested amounts for
all outstanding Series of Notes (including non-segregated Series) on such
Distribution Date plus (ii) the aggregate of all Budget Interest Amounts
(including available subordinated amounts, if any) for all outstanding Series of
Notes (including non-segregated Series).

         "Series 2001-1 Note" means the Variable Funding Rental Car Asset Backed
Note executed by TFFC and authenticated and delivered by or on behalf of the
Trustee, substantially in the form of Exhibit A.

         "Series 2001-1 Note Interest" means, with respect to any Distribution
Date, the sum of the Daily Interest Amounts for each day in the related Series
2001-1 Interest Period, plus all previously accrued and unpaid Series 2001-1
Note Interest (together with interest on such unpaid amounts, to the extent
permitted by law, at the Series 2001-1 Note Rate), plus all accrued Series
2001-1 Carrying Charges due to the Series 2001-1 Noteholders in respect of such
Series 2001-1 Interest Period (or any prior Series 2001-1 Interest Period) and
unpaid as of such Distribution Date.

         "Series 2001-1 Note Purchase Agreement" means the Series 2001-1 Note
Purchase Agreement, dated as of March 30, 2001, among TFFC, as borrower, Budget,
as servicer, the Conduit, the Committed Note Purchaser and the Agent, as such
agreement may be amended, supplemented, amended and restated or otherwise
modified from time in accordance with the terms thereof.

         "Series 2001-1 Note Purchaser" has the meaning specified in the Series
2001-1 Note Purchase Agreement.

         "Series 2001-1 Note Rate" means, for any Series 2001-1 Interest Period,
the weighted average of the CP Rates for the portion of the Series 2001-1
Invested Amount comprised of the CP Tranche and the weighted average of the
Eurodollar Rates applicable to the portion of the Series 2001-1 Invested Amount
comprised of the Eurodollar Tranche and the weighted average of the Base Rates
applicable to the portion of the Series 2001-1 Invested Amount comprised of the
Base Rate Tranche; provided, however, that the Series 2001-1 Note Rate will in
no event be higher than the maximum rate permitted by applicable law.

         "Series 2001-1 Noteholder" means a Person in whose name the Series
2001-1 Note is registered in the Note Register.


                                      -21-
<PAGE>   23

         "Series 2001-1 Principal Allocation" shall mean, on any date, the
amount allocated to Series 2001-1 Collections pursuant to clause (a) of the
definition thereof.

         "Series 2001-1 Rapid Amortization Period" means the period beginning on
the earlier of (x) September 1, 2001 and (y) the close of business on the
Business Day immediately preceding the day on which an Amortization Event is
deemed to have occurred with respect to the Series 2001-1 Note and ending upon
the earlier to occur of (i) the date on which the Series 2001-1 Note is fully
paid and (ii) the termination of the Indenture.

         "Series 2001-1 Repurchase Losses" means, with respect to any Related
Month, the sum of (without duplication) (a) the aggregate amount of payments in
respect of Monthly Base Rent and Monthly Supplemental Payments that have become
due to the Lessor under the Group IV Master Lease in respect of Group IV
Repurchase Vehicles that are not paid to TFFC or the Trustee prior to the
expiration of the respective grace periods, if any, provided for in the Group IV
Master Lease for the making of such payments, but only if such grace periods, if
any, expire (or, with respect to any payment for which there is no grace period,
only if such payment is due) during such Related Month, (b) the amounts owed by
each Manufacturer under an Eligible Repurchase Program with respect to Group IV
Repurchase Vehicles that are Lessor-Owned Vehicles or with respect to Eligible
Receivables, to the extent, in either case, that any such amount remains unpaid
after 90 days from the Turnback Date for the related Group IV Vehicle, but only
if such 90-day period expires during such Related Month and (c) the amounts owed
by each Auction Dealer in connection with an Eligible Repurchase Program with
respect to Group IV Repurchase Vehicles that are Lessor-Owned Vehicles, to the
extent that any such amount remains unpaid more than 10 days after the sale of
the related Vehicle, but only if such 10-day period expires during such Related
Month.

         "Series 2001-1 Repurchase Recoveries" means, with respect to any
Related Month, the sum of (without duplication) all amounts received during such
Related Month by TFFC or the Trustee (including deposits into the Collection
Account) from any source (other than Enhancement) in respect of Series 2001-1
Repurchase Losses, as determined by the Servicer consistent with its methods of
tracking and allocating to vehicles and Series, Disposition Proceeds, Guaranteed
Payments, Repurchase Prices, insurance proceeds and other proceeds of such Group
IV Vehicles.

         "Series 2001-1 Required Asset Amount" means, at any time, the quotient
of (a) the Aggregate Principal Balance of the Series 2001-1 Notes at such time
divided by (b) an amount equal to (i) one hundred percent minus (ii) the
Enhancement Percentage at such time.

         "Series 2001-1 Revolving Period" means the period from and including
the Series 2001-1 Issuance Date to the commencement of the Series 2001-1 Rapid
Amortization Period.


                                      -22-
<PAGE>   24

         "Series 2001-1 Termination Date" means the earlier of (i) the date on
which all Advances are repaid and (ii) October 31, 2001.

         "Series 2001-2 Transaction" means the issuance by TFFC of the Series
2001-2 medium term notes in an aggregate principal amount of at least
$300,000,000.

         "Servicer" means Budget Group, Inc. or any successor servicer
hereunder.

         "Termination Payments" has the meaning specified in Section 11.3 of the
Group IV Master Lease.

         "Termination Value" means, with respect to any Group IV Vehicle, as of
any date, an amount equal to (i) the Capitalized Cost of such Group IV Vehicle
minus (ii) all Depreciation Charges accrued with respect to such Group IV
Vehicle prior to such date.

         "Texas Vehicle" means a Group IV Vehicle financed by TFFC on or after
the Lease Commencement Date for lease in the State of Texas.

         "TFFC Agreements" means the collective reference to the documents
referred to in clause (i) of the definition of TFFC Agreements in Schedule 1 to
the Indenture and the Group IV TFFC Agreements.

         "TFFC Obligations" means all principal and interest, at any time and
from time to time, owing by TFFC on the Series 2001-1 Note and all costs, fees
and expenses payable by, or obligations of, TFFC under the Indenture and the
Related Documents.

         "Toyota" means Toyota Motor Sales, U.S.A., Inc.

         "Turnback Date" means, with respect to any Group IV Repurchase Vehicle,
the date on which such Group IV Vehicle is accepted for return by a Manufacturer
or its agent pursuant to its Repurchase Program and the Depreciation Charges
cease to accrue pursuant to its Repurchase Program.

         "Vehicle Lease Commencement Date" has the meaning specified in Section
3.2 of the Group IV Master Lease.

         "VFR" with respect to the Group IV Master Lease, is defined in
Paragraph 9 of Annex A to the Group IV Master Lease and in Paragraph 6 of Annex
B to the Group IV Master Lease.

         "Voluntary Decrease" has the meaning specified in Section 4.3(b).


                                      -23-
<PAGE>   25

                                   ARTICLE 3

                          SECURITY; REPORTS; COVENANT

         Section 3.1 Grant of Security Interest.

         (a) To secure the Group IV Series of Notes and the TFFC Obligations,
TFFC hereby pledges, assigns, conveys, delivers, transfers and sets over to the
Trustee, for the benefit of the Group IV Noteholders and the holder of the
Budget Interest (the Group IV Noteholders and the holder of the Budget Interest
being referred to in this Section 3.1 as the "Secured Parties"), and hereby
grants to the Trustee, for the benefit of the Secured Parties, a security
interest in all of TFFC's right, title and interest in and to all of the
following assets, property and interests of TFFC (other than as specified below)
whether now owned or hereafter acquired or created (all of the foregoing being
referred to as the "Group IV Collateral"):

                  (i)      the rights of TFFC under the Group IV Master Lease
         (including rights against any guarantor of obligations of the Lessees
         thereunder) and any other agreements relating to the Group IV Vehicles
         to which TFFC is a party other than the Repurchase Programs
         (collectively, the "Group IV TFFC Agreements"), including, without
         limitation, all monies due and to become due to TFFC from Budget and
         the Lessees under or in connection with the Group IV TFFC Agreements,
         whether payable as rent, guaranty payments, fees, expenses, costs,
         indemnities, insurance recoveries, damages for the breach of any of the
         Group IV TFFC Agreements or otherwise, and all rights, remedies,
         powers, privileges and claims of TFFC against any other party under or
         with respect to the Group IV TFFC Agreements (whether arising pursuant
         to the terms of such Group IV TFFC Agreements or otherwise available to
         TFFC at law or in equity), including the right to enforce any of the
         Group IV TFFC Agreements as provided in the Indenture and to give or
         withhold any and all consents, requests, notices, directions,
         approvals, extensions or waivers under or with respect to the Group IV
         TFFC Agreements or the obligations of any party thereunder;

                  (ii)     (A) all Group IV Repurchase Vehicles owned by TFFC or
         the Lessees as of the Series 2001-1 Issuance Date and all Group IV
         Repurchase Vehicles acquired by TFFC or the Lessees or refinanced by
         TFFC during the term of the Indenture, and all Certificates of Title
         with respect to such Group IV Vehicles, (B) all Liens and property from
         time to time purporting to secure payment of any of the obligations or
         liabilities of the Lessees or Budget arising under or in connection
         with the Group IV Master Lease, together with all financing statements
         filed in favor of, or assigned to, TFFC describing any collateral
         securing such obligations or liabilities, and (C) all guarantees,
         insurance and other agreements or arrangements of whatever character
         from time to time supporting or securing payment of such obligations
         and liabilities of the Lessees or Budget pursuant to the Group IV
         Master Lease;


                                      -24-
<PAGE>   26

                  (iii)    all right, title and interest of TFFC in, to and
         under any Repurchase Programs relating to, and all monies due and to
         become due in respect of, the Group IV Repurchase Vehicles purchased
         from the Manufacturers under or in connection with the Repurchase
         Programs whether payable as Group IV Repurchase Vehicle repurchase
         prices or guaranteed payments, auction sale prices, fees, expenses,
         costs, indemnities, insurance recoveries, damages for breach of the
         Repurchase Programs or otherwise;

                  (iv)     (A) the Collection Account and the Group IV
         Collection Account, (B) all funds on deposit therein allocable to Group
         IV Vehicles from time to time, (C) all certificates and instruments, if
         any, representing or evidencing any or all of the Collection Account
         and the Group IV Collection Account or the funds on deposit therein
         allocable to Group IV Vehicles from time to time, and (D) all Permitted
         Investments made at any time and from time to time with the moneys
         allocable to Group IV Vehicles in the Collection Account or the Group
         IV Collection Account (including in each case income thereon),
         including, without limitation, any and all accounts, certificates,
         instruments and investments constituting "investment property" as
         defined in the UCC as in effect from time to time in the State of New
         York; and

                  (v)      all proceeds of any and all of the foregoing
         including, without limitation, payments under insurance (whether or
         not-the Trustee is the loss payee thereof) and cash, but not including
         (for the avoidance of doubt) payments under consumer rental agreements;

provided, however, the Group IV Collateral shall not include (x) any Excluded
Payments or (y) the Budget Distribution Account, any funds on deposit therein
from time to time, any certificates or instruments, if any, representing or
evidencing any or all of the Budget Distribution Account or the funds on deposit
therein from time to time, or any Permitted Investments made at any time and
from time to time with the moneys in the Budget Distribution Account (including
the income thereon).

         (b) To further secure the TFFC Obligations with respect to the Series
2001-1 Note (but not any other Series of Notes), TFFC hereby pledges, assigns,
conveys, delivers, transfers and sets over to the Trustee for the benefit of the
Series 2001-1 Noteholders (but not any other Series of Notes), and hereby grants
to the Trustee for the benefit of the Series 2001-1 Noteholders, a security
interest in all of TFFC's right, title and interest in and to all of the
following assets, property and interests in property, whether now owned or
hereafter acquired or created (all of the foregoing being referred to as the
"Series 2001-1 Collateral"):

                  (i)      the Series 2001-1 Collection Account and the Series
         2001-1 Distribution Account;


                                      -25-
<PAGE>   27

                  (ii)     all funds on deposit in the Series 2001-1 Collection
         Account and the Series 2001-1 Distribution Account from time to time;

                  (iii)    all certificates and instruments, if any,
         representing or evidencing any or all of the Series 2001-1 Collection
         Account and the Series 2001-1 Distribution Account or the funds on
         deposit therein from time to time;

                  (iv)     all Permitted Investments made at any time and from
         time to time with moneys in the Series 2001-1 Collection Account or the
         Series 2001-1 Distribution Account; and

                  (v)      all proceeds of any and all of the foregoing,
         including, without limitation, cash.

         (c) The Trustee, on behalf of the Group IV Noteholders or the Series
2001-1 Noteholders, as applicable, acknowledges the foregoing grant, accepts the
trusts under this Supplement in accordance with the provisions of the Indenture
and this Supplement and agrees to perform its duties required in this Supplement
to the best of its abilities to the end that the interests of the Series 2001-1
Noteholders or, as applicable, the Group IV Noteholders may be adequately and
effectively protected. The Group IV Collateral shall secure the Notes included
in the Group IV Series of Notes. The Series 2001-1 Collateral shall secure the
Series 2001-1 Note.

         Section 3.2 Reports. Not later than the second business Day immediately
preceding each Distribution Date, the Servicer shall furnish to the Trustee and
each Series 2001-1 Noteholder a Monthly Servicer's Certificate and a Fleet
Report with respect to the Group IV Collateral.

                                   ARTICLE 4

                INITIAL ISSUANCE AND INCREASES AND DECREASES OF
              SERIES 2001-1 INVESTED AMOUNT OF SERIES 2001-1 NOTE

         Section 4.1. Issuance in Definitive Form. Pursuant to Section 2.18 of
the Base Indenture, TFFC hereby consents to the issuance of the Series 2001-1
Note in the form of a Definitive Note. The Series 2001-1 Note shall be sold
pursuant to the Series 2001-1 Note Purchase Agreement in reliance on an
exemption from the registration requirements of the Securities Act, and shall be
issued in the form of one or more Definitive Notes, in fully registered form
without interest coupons, substantially in the form attached hereto as Exhibit
A, with such legends as may be applicable thereto, duly executed by TFFC and
authenticated by the Trustee as provided in Section 2.4 of the Base Indenture,
in an aggregate stated principal amount of up to $350,000,000.


                                      -26-

<PAGE>   28
         Section 4.2 Procedure for Increasing the Invested Amount.

         (a) Subject to satisfaction of the conditions precedent set forth in
subsection (b) of this Section 4.2 (as evidenced by an Officer's Certificate of
the Servicer delivered to the Trustee), on the Series 2001-1 Issuance Date, TFFC
may issue the Series 2001-1 Note in the stated amount described in Section 4.1,
the initial aggregate principal amounts of which will be equal to the Initial
Invested Amount. Such Series 2001-1 Note shall be issued to the Agent, as agent
for the Series 2001-1 Note Purchaser and the Committed Note Purchaser. On the
Series 2001-1 Issuance Date and thereafter on each Increase Date during the
Revolving Period, TFFC may, upon request by Budget under the Group IV Master
Lease and upon not less than two Business Days' prior written notice by TFFC to
the Agent (such notice specifying the applicable Increase Date), increase the
Series 2001-1 Invested Amount (each such increase referred to as an "Increase")
by issuing, at par, additional Series 2001-1 Invested Amount of the Series
2001-1 Note in amounts that satisfy the following requirements: (i) the portion
of the Increase represented by additional Series 2001-1 Invested Amount shall be
such that the Series 2001-1 Credit Support Amount shall at least equal the
Series 2001-1 Minimum Credit Support Amount after giving effect to such Increase
in the Series 2001-1 Invested Amount and the application of the proceeds thereof
to leasing Group IV Vehicles; and (ii) no Series 2001-1 Asset Amount Deficiency
will result from such Increase. Satisfaction of the above conditions shall be
evidenced by the delivery of a certificate from the Servicer to such effect.
Proceeds from any Increase shall be deposited into the Series 2001-1 Collection
Account and allocated in accordance with Article 5 hereof. Upon each Increase,
the Trustee shall, or shall cause the Note Registrar to, indicate in the Note
Register such Increase.

         (b) The Series 2001-1 Invested Amount may be increased pursuant to
subsection (a) above only upon satisfaction of each of the following conditions
(as evidenced by an Officers' Certificate delivered by TFFC to the Trustee) with
respect to each proposed Increase:

                  (i)      The amount of such Increase shall be equal to or
         greater than $50,000;

                  (ii)     After giving effect to such Increase, the Series
         2001-1 Invested Amount shall not exceed the Series 2001-1 Maximum
         Invested Amount;

                  (iii)    There shall not then exist, nor shall such Increase
         result in the occurrence of, (x) an Amortization Event, a Liquidation
         Event of Default or a Series 2001-1 Limited Liquidation Event of
         Default, or (y) an event or occurrence, which, with the passing of time
         or the giving of notice thereof, or both, would become an Amortization
         Event, a Liquidation Event of Default or a Series 2001-1 Limited
         Liquidation Event of Default;

                  (iv)     All conditions precedent (1) to the acquisition of
         additional Group IV Vehicles under the Group IV Master Lease and (2) to
         the making of Advances under the Series 2001-1 Note Purchase Agreement
         shall have, in each case, been satisfied;


                                      -27-

<PAGE>   29

                  (v)      TFFC (with respect to Lessor-Owned Vehicles) or the
         applicable Lessee (with respect to Financed Vehicles) shall have good
         and marketable title to each Group IV Vehicle purchased by it with the
         proceeds of the Series 2001-1 Note, free and clear of all Liens and
         encumbrances, other than any Permitted Liens. Each Repurchase Program
         shall be in full force and effect, and shall be enforceable against the
         related Manufacturer in accordance with its terms;

                  (vi)     Each Lessee shall have granted to TFFC, for the
         benefit of the Trustee, and TFFC shall have granted to the Trustee, in
         each case for the benefit of the Series 2001-1 Noteholders, a first
         priority security interest in all Group IV Vehicles now or hereafter
         purchased, financed or refinanced by TFFC with the proceeds of the
         Series 2001-1 Note or with any contributions of capital made by Budget
         in favor of TFFC;

                  (vii)    TFFC shall have granted to the Trustee a first
         priority security interest in its right, title and interest in and to
         the Group IV Master Lease, the Group IV Collateral and the Series
         2001-1 Collateral;

                  (viii)   The Trustee shall have received a copy of each
         Repurchase Program under which Group IV Vehicles will be or have been
         purchased and are proposed to be included in the Aggregate Asset Amount
         and an Officer's Certificate, dated the Series 2001-1 Issuance Date,
         and duly executed by an Authorized Officer of TFFC, certifying that
         each such copy is true, correct and complete as of the Series 2001-1
         Issuance Date;

                  (ix)     All representations and warranties set forth in
         Article 7 of the Base Indenture and in Section 28 of the Group IV
         Master Lease shall be true and correct on and as of the date of such
         Increase as if made on and with respect to the date of such Increase;
         and

                  (x)      With respect to the initial Increase only, the
         Servicer shall have calculated the Series 2001-1 Available Subordinated
         Amount and the Trustee shall have confirmed receipt of such written
         calculation.

         Section 4.3 Decreases.

         (a) Mandatory Decreases. Whenever the Series 2001-1 Credit Support
Amount is less than the Series 2001-1 Minimum Credit Support Amount or a Series
2001-1 Asset Amount Deficiency exists, TFFC shall pay down the Series 2001-1
Invested Amount of the Series 2001-1 Note by the amount necessary, so that after
giving effect to all Decreases of the Series 2001-1 Invested Amount on such
date, no such deficiency shall exist (each reduction of the Series 2001-1
Invested Amount pursuant to this Section 4.3(a), a "Mandatory Decrease"). Upon
such discovery, TFFC shall deliver notice of any such Mandatory Decreases to the
Trustee.


                                      -28-
<PAGE>   30

         (b) Voluntary Decreases. Upon at least one Business Day's prior
irrevocable notice to the Lender and the Trustee in writing, TFFC may
voluntarily prepay all or a portion of the Series 2001-1 Invested Amount in
accordance with the procedures set forth herein (including, without limitation,
in Section 5.5(c) hereof) and, as applicable, in the Series 2001-1 Note Purchase
Agreement (each reduction of the Series 2001-1 Invested Amount pursuant to this
Section 4.3(b), a "Voluntary Decrease"); provided, that all Voluntary Decreases
pursuant to this Section 4.3(b) shall be allocated such that (1) the Series
2001-1 Credit Support Amount after giving effect to such Decrease is not less
than the Series 2001-1 Minimum Credit Support Amount. Each such Decrease shall
be in a minimum principal amount of $100,000.

         (c) Upon receipt by a Responsible Officer of the Trustee of written
notice that a Decrease has been completed, the Trustee shall, or shall cause the
Note Registrar to, indicate in the Note Register such Decrease. The amount of
any Decrease shall not exceed the amount on deposit in the Series 2001-1
Collection Account and available for distribution to Series 2001-1 Noteholders
in respect of principal on the Series 2001-1 Note on the date specified in the
related notice of Decrease referred to in clauses (a) and (b) above, as
applicable.

                                   ARTICLE 5

                           SERIES 2001-1 ALLOCATIONS

         Any provisions of Article 5 of the Base Indenture which allocate and
apply Collections shall continue to apply irrespective of the issuance of the
Series 2001-1 Note. Sections 5.1 through 5.5 of the Base Indenture shall be read
in their entirety as provided in the Base Indenture, provided that for purposes
of the Series 2001-1 Note, clause (d) of Section 5.2 of the Base Indenture shall
be modified, as it applies to the Series 2001-1 Note, as permitted by Section
12.1(f) of the Base Indenture and shall read as follows:

         (d) Sharing Collections. To the extent that Principal Collections that
are allocated to the Series 2001-1 Invested Percentage on a Distribution Date
are not needed to make payments of principal to Series 2001-1 Noteholders or
required to be deposited in the Series 2001-1 Distribution Account on such
Distribution Date, such Principal Collections may, at the written direction of
the Servicer, be applied to cover principal payments due to or for the benefit
of Noteholders of other Group IV Series of Notes. Any such reallocation will not
result in a reduction of the Aggregate Principal Balance or Invested Amount of
the Series 2001-1 Note.

         In addition, for purposes of Section 5.2(a) of the Base Indenture, the
Servicer, in its capacity as such under the Group IV Master Lease, shall (to the
extent practicable) cause all Collections allocable to Group IV Collateral in
accordance with the Indenture to be paid directly into the Collection Account
and all Collections allocable to the Series 2001-1 Collateral to be paid
directly into the Series 2001-1 Collection Account.


                                      -29-
<PAGE>   31
         Article 5 of the Base Indenture (except for Sections 5.1 through 5.5
thereof, subject to the proviso in the first paragraph of this Article 5 and
subject to the immediately preceding sentence) shall read in its entirety as
follows and shall be applicable only to the Series 2001-1 Note:

         Section 5.1 Establishment of the Group IV Collection Account, Series
2001-1 Collection Account and Series 2001-1 Accrued Interest Account.

         (a)      The Trustee acknowledges that it has established and maintains
a segregated trust account for the benefit of holders of Notes from the Group IV
Series of Notes (the "Group IV Collection Account"). The Trustee will also
establish and maintain a segregated trust account for the benefit of the Series
2001-1 Noteholders (the "Series 2001-1 Collection Account"). Amounts on deposit
in the Group IV Collection Account and the Series 2001-1 Collection Account
shall be invested in accordance with Sections 5.1(d) and (f) of the Base
Indenture.

         (b)      The Trustee will establish and maintain an administrative
sub-account within the Series 2001-1 Collection Account (such sub-account, the
"Series 2001-1 Accrued Interest Account").

         (c)      All Group IV Collections shall initially be deposited into the
Collection Account and, on each Business Day, shall be allocated to and
deposited in the Group IV Collection Account.

         (d)      All Group IV Collections that are deposited on any Business
Day in the Group IV Collection Account and that are Series 2001-1 Collections
shall on each such Business Day be allocated to and deposited in the Series
2001-1 Collection Account. All amounts received in respect of the Series 2001-1
Collateral shall be allocated to and deposited in the Series 2001-1 Collection
Account.

         (e)      Any amounts in the Group IV Collection Account not allocated
to the Series 2001-1 Collection Account or another series-specific collection
account under the supplements for the other Group IV Series of Notes shall be
allocated by the Trustee at the written direction of the Servicer to the Budget
Distribution Account in an amount equal to (x) the applicable Budget Interest
Percentage (as of such date) of the aggregate amount of Group IV Collections
that are Principal Collections received on such date, minus (y) any amounts,
other than Servicing Fees, which have been withheld by the Master Servicer
pursuant to Section 5.2(c) of the Base Indenture to the extent such amounts
withheld under Section 5.2(c) of the Base Indenture represent all or part of the
Budget Interest Amount; and

         Section 5.2 Allocations with Respect to the Series 2001-1 Note. The
proceeds from the sale of the Series 2001-1 Note, together with any funds
deposited with TFFC by Budget, in its capacity as the Budget Interestholder,
will initially be delivered by or on behalf of TFFC to the Trustee in the Series
2001-1 Collection Account. On each Business Day on which Collections or the
proceeds of any Increase are deposited into the Group IV Collection Account and
allocated to


                                      -30-
<PAGE>   32

the Series 2001-1 Collection Account or deposited in the Series 2001-1
Collection Account (each such date, a "Deposit Date"), the Servicer will direct
the Trustee in writing to allocate all amounts allocated to or deposited in the
Series 2001-1 Collection Account in accordance with the provisions of this
Section 5.2.

         (a)      Allocations During the Revolving Period. During the Series
2001-1 Revolving Period, the Servicer will direct the Trustee in writing to
allocate, prior to 1:00 p.m. (New York City time) on each Deposit Date, all
amounts deposited into the Series 2001-1 Collection Account as set forth below:

                  (i)      allocate to the Series 2001-1 Accrued Interest
         Account, from the Series 2001-1 Interest Collections received on such
         date, an amount, as stated in such Servicer direction, equal to the
         Series 2001-1 Note Interest and all other Series 2001-1 Carrying
         Charges accrued and unpaid as of such date less any funds on deposit on
         such date in the Series 2001-1 Accrued Interest Account (the "Series
         2001-1 Interest Allocation"); provided, however, that if on any Deposit
         Date the Series 2001-1 Interest Collections allocated to the Series
         2001-1 Collection Account on such date exceed the Series 2001-1
         Interest Allocation as of such date, then the amount of such excess
         shall be retained on deposit in the Series 2001-1 Collection Account
         and shall be available on such Deposit Date for application in
         accordance with clauses (ii) through (v) below;

                  (ii)     to the extent a Mandatory Decrease is required under
         Section 4.3(a), allocate to the Series 2001-1 Distribution Account for
         the payment of the Series 2001-1 Invested Amount, the amount, as stated
         in such Servicer direction, necessary for such Mandatory Decrease;

                  (iii)    make available to TFFC an amount, as stated in such
         Servicer direction, equal to any Master Lease Advances that are in
         accordance with the requirements of and conditions precedent under the
         Group IV Master Lease;

                  (iv)     allocate to the Series 2001-1 Distribution Account
         the amount, as stated in such Servicer direction, of any Voluntary
         Decreases in the Series 2001-1 Invested Amount to be made in accordance
         with Section 4.3(b) hereof;

                  (v)      the amounts remaining in the Series 2001-1 Collection
         Account on such Deposit Date after application pursuant to clauses (i),
         (ii), (iii) and (iv) above shall be retained on deposit and shall be
         available on such Deposit Date and/or on future Deposit Dates for
         application in accordance with this Section 5.2 or otherwise in
         accordance with this Article 5.

         (b)      Allocations During the Series 2001-1 Rapid Amortization
Period. During the Series 2001-1 Rapid Amortization Period, the Servicer will
direct the Trustee in writing to allocate all


                                      -31-
<PAGE>   33

Series 2001-1 Collections prior to 1:00 p.m. (New York City time) on any Deposit
Date, as set forth below:

                  (i)      allocate to the Series 2001-1 Accrued Interest
         Account the Series 2001-1 Interest Allocation as of such date;
         provided, however, that if on any Deposit Date the Series 2001-1
         Interest Collections allocated to the Series 2001-1 Collection Account
         on such date exceed the Series 2001-1 Interest Allocation as of such
         date, then the amount of such excess shall be retained on deposit in
         the Series 2001-1 Collection Account and shall be available on such
         Deposit Date for application in accordance with clause (ii) below; and

                  (ii)     allocate to the Series 2001-1 Collection Account an
         amount equal to the Series 2001-1 Principal Allocation for such day,
         which amount, plus any excess allocated to the Series 2001-1 Collection
         Account pursuant to clause (i) above, shall be used to make principal
         payments in respect of the Series 2001-1 Note.

         (c)      Additional Allocations for All Periods. The Servicer will
direct the Trustee in writing to allocate the amounts set forth below as
follows:

                  (x)      Monthly, for each Distribution Date, allocate to the
         Series 2001-1 Note an amount, as stated in such Servicer direction,
         equal to the Series 2001-1 Invested Percentage (as of such date) of the
         aggregate amount of Series 2001-1 Repurchase Losses for the Related
         Month in the following manner:

                           (i)      First, reduce the Series 2001-1 Available
                  Subordinated Amount by the amount of such Losses until the
                  Series 2001-1 Available Subordinated Amount has been reduced
                  to zero; and

                           (ii)     Second, any such Losses remaining after
                  making the allocations, withdrawals and claims under clause
                  (i) above will be allocated, as stated in such Servicer
                  direction, to reduce the Series 2001-1 Invested Amount.

                  (y)      Monthly, for each Distribution Date, allocate to the
         Series 2001-1 Note an amount, as stated in such Servicer direction,
         equal to the Series 2001-1 Invested Percentage (as of such date) of the
         aggregate amount of Series 2001-1 Repurchase Recoveries for the Related
         Month in the following manner:

                           (i)      First, allocate all such Recoveries to
                  reinstate the Series 2001-1 Invested Amount, to the extent the
                  Series 2001-1 Invested Amount has been reduced pursuant to
                  Section 5.2(c)(x)(ii) above;


                                      -32-
<PAGE>   34

                           (ii)     Second, allocate all remaining Recoveries
                  after making the allocations in clause (i) above up to the
                  amount, as stated in such Servicer direction, necessary to
                  reinstate the Series 2001-1 Available Subordinated Amount to
                  the Series 2001-1 Minimum Credit Support Amount; and

                           (iii)    Third, the amounts remaining in the Series
                  2001-1 Collection Account on such Deposit Date after
                  application pursuant to clauses (i) and (ii) above shall be
                  available on such Deposit Date and/or on future Deposit Dates
                  for application in accordance with this Section 5.2 (including
                  5.2(d) below) or otherwise in accordance with this Article 5.

         (d)      Allocation Adjustments. Notwithstanding the foregoing
provisions of this Section 5.2:

                  (i)      provided the Series 2001-1 Rapid Amortization Period
         has not commenced, amounts retained in the Series 2001-1 Collection
         Account that are not required to make payments under the Series 2001-1
         Note pursuant hereto may, as and to the extent permitted in the related
         Supplements, be used to pay the principal amount of other Group IV
         Series of Notes that are then in amortization and, after such payment,
         any remaining funds may, at TFFC's option, be (A) used to finance,
         refinance or acquire Group IV Vehicles, to the extent Eligible Vehicles
         have been requested by any of the Lessees under the Group IV Master
         Lease or (B) transferred, on any Distribution Date, to the Budget
         Distribution Account, to the extent that the Budget Interest Amount
         equals or exceeds zero after giving effect to such payment and so long
         as no Series 2001-1 Credit Support Deficiency or Series 2001-1 Asset
         Amount Deficiency exists or would result from such transfer; provided,
         however, that funds remaining after the application of such funds to
         the payment of the principal amount of other Group IV Series of Notes
         that are in amortization and to the financing, refinancing or
         acquisition of Group IV Vehicles may be transferred to the Budget
         Distribution Account on a day other than a Distribution Date if the
         Servicer furnishes to the Trustee an Officer's Certificate to the
         effect that such transfer will not cause any of the foregoing
         deficiencies to occur either on the date that such transfer is made or,
         in the reasonable anticipation of the Servicer, on the next
         Distribution Date. Funds in the Budget Distribution Account shall, at
         the option of TFFC, be available to finance, refinance or acquire Group
         IV Vehicles, to the extent Eligible Vehicles have been requested by any
         of the Lessees under the Group IV Master Lease, or for distribution to
         the Budget Interestholder;

                  (ii)     in the event that the Servicer is not Budget or an
         Affiliate of Budget or if a Servicer Default has occurred and is
         continuing, the Servicer shall not be entitled to withhold any amounts
         pursuant to Section 5.2(c) of the Base Indenture and the Trustee shall
         deposit amounts payable to Budget in the Collection Account pursuant to
         the provisions of Section 5.2 of the Base Indenture on each Deposit
         Date;


                                      -33-
<PAGE>   35

                  (iii)    any amounts withheld by the Servicer and not
         deposited in the Collection Account pursuant to Section 5.2(c) of the
         Base Indenture shall be deemed to be deposited in the Collection
         Account and allocated to the Group IV Collection Account and the Series
         2001-1 Collection Account, as applicable, on the date such amounts are
         withheld for purposes of determining the amounts to be allocated
         pursuant to this Section 5.2;

                  (iv)     TFFC may, from time to time in its sole discretion,
         increase the Series 2001-1 Available Subordinated Amount by (A) (x)
         transferring funds to the Series 2001-1 Collection Account or (y)
         allocating to the Series 2001-1 Available Subordinated Amount Eligible
         Vehicles theretofore allocated to the Budget Interest, if any, and (B)
         delivering to the Servicer and the Trustee an Officers' Certificate
         setting forth the amount of such transferred funds or the Net Book
         Value of such Eligible Vehicles, as the case may be, stating that such
         transferred funds or Eligible Vehicles, as applicable, shall be
         allocated to the Series 2001-1 Available Subordinated Amount and, in
         the case of Eligible Vehicles, affirming with respect to such Eligible
         Vehicles the representations and warranties set forth in Section 7.14
         of the Base Indenture (and an Opinion of Counsel to the same effect);
         provided, however, TFFC shall have no obligation to so increase the
         Series 2001-1 Available Subordinated Amount;

                  (v)      in the event that the Series 2001-1 Credit Support
         Amount is reduced to less than the Series 2001-1 Minimum Credit Support
         Amount, an Amortization Event and a Series 2001-1 Limited Liquidation
         Event of Default shall be deemed to have occurred with respect to the
         Series 2001-1 Note only if, after any applicable grace period, either
         the Trustee, by written notice to the Issuer, or the Required
         Noteholders, by written notice to the Issuer and the Trustee, declare
         that an Amortization Event has occurred; provided, however, the Issuer
         may prevent an Amortization Event from occurring if, within one (1)
         Business Day after the occurrence of such Series 2001-1 Credit Support
         Deficiency, the Series 2001-1 Available Subordinated Amount is
         increased by an amount sufficient, in the aggregate, to eliminate such
         Series 2001-1 Credit Support Deficiency;

                  (vi)     if, on any Distribution Date during the Series 2001-1
         Revolving Period, a Mandatory Decrease shall be required under Section
         4.3(a) of this Supplement and the amounts allocated to the Series
         2001-1 Distribution Account under Section 5.2(a)(ii) are less than the
         amount of such required Decrease, then, in such event, any funds on
         deposit in the collection accounts or excess funding accounts for other
         Group IV Series of Notes issued and outstanding under the Indenture
         which amounts are not allocable to the Budget Interest and are in
         excess of the amounts necessary to be on deposit in each such account
         in order that (x) no Asset Amount Deficiency occur with respect to any
         such Series, (y) no shortfall in the required level of enhancement
         occur with respect to any such Series, including any portion of such
         enhancement that is required to be in liquid funds, and (z) no
         Amortization Event for any such Series or event that with the giving of
         notice or passage of time would become an Amortization Event occur with
         respect to any such


                                      -34-
<PAGE>   36

         Group IV Series of Notes (such amounts as are set forth in clauses (i)
         and (ii) of this subparagraph (G) being referred to herein as "Excess
         Amounts") shall, in each such case, be deposited into the Series 2001-1
         Distribution Account as Principal Collections in an aggregate amount up
         to the amount of any such deficiency and shall be used, in accordance
         with Section 5.5, to reduce the Series 2001-1 Invested Amount; and

                  (vii)    if, on any Distribution Date during the Series 2001-1
         Rapid Amortization Period, the Monthly Principal Allocation under
         Section 5.2(b)(ii) is insufficient to reduce the Series 2001-1 Invested
         Amount to zero, then, in such event, any funds constituting Excess
         Amounts shall, in each such case, be deposited into the Series 2001-1
         Distribution Account as Principal Collections in an aggregate amount up
         to the amount of any such deficiency and shall be used, in accordance
         with Section 5.5, to reduce the Series 2001-1 Invested Amount.

         Section 5.3 Withdrawals from the Series 2001-1 Accrued Interest
Account. On each Determination Date or Additional Distribution Date, as provided
below, the Servicer shall instruct the Trustee or the Paying Agent in writing to
withdraw, and on such Distribution Date or Additional Distribution Date, as
applicable, the Trustee or the Paying Agent, acting in accordance with such
written instructions, shall withdraw the amounts required to be withdrawn from
the Series 2001-1 Accrued Interest Account pursuant to Sections 5.3(a), (b) and
(c) below (after giving effect to the allocations on such date pursuant to
Section 5.2) in respect of all funds available from Collections processed since
the preceding Distribution Date and allocated to the holders of the Series
2001-1 Note.

         (a)      Successor Servicer Fees. On each Determination Date on which
Budget is not the Servicer, and before any deposits required to be made on the
related Distribution Date to the Series 2001-1 Distribution Account have been
made, the Servicer shall instruct the Trustee and the Paying Agent in writing as
to the amount to be withdrawn from the Series 2001-1 Accrued Interest Account to
the extent funds are available and processed since the preceding Distribution
Date in respect of an amount equal to (i) the Series 2001-1 Investor Monthly
Servicing Fee (and any Series 2001-1 Monthly Supplemental Servicing Fee) accrued
since the preceding Distribution Date, plus (ii) all accrued and unpaid Series
2001-1 Investor Monthly Servicing Fees (and any Series 2001-1 Monthly
Supplemental Servicing Fees) in respect of previous periods, minus (iii) the
amount of any Series 2001-1 Investor Monthly Servicing Fees (and Series 2001-1
Monthly Supplemental Servicing Fees) withheld by the Servicer since the
preceding Distribution Date pursuant to Section 5.2(c) of the Base Indenture. On
such Distribution Date, the Trustee shall withdraw such amount from the Series
2001-1 Accrued Interest Account and remit such amount to the Servicer.

         (b)      Note Interest with respect to the Series 2001-1 Note. (i) On
each Determination Date, the Servicer shall instruct the Trustee and the Paying
Agent in writing as to the amount to be withdrawn from the Series 2001-1 Accrued
Interest Account, after making all distributions


                                      -35-
<PAGE>   37

required to be made pursuant to Section 5.3(a), to the extent funds will be
available and processed from but not including the preceding Distribution Date
through the succeeding Distribution Date in respect of Series 2001-1 Note
Interest and Series 2001-1 Carrying Charges. On the Distribution Date related to
such Determination Date, the Trustee shall withdraw from the Series 2001-1
Accrued Interest Account the amount on deposit therein available for the payment
of Series 2001-1 Note Interest and Series 2001-1 Carrying Charges and deposit
such amount in the Series 2001-1 Distribution Account.

                  (ii)     On any Business Day during a Series 2001-1 Interest
         Period (each such day, an "Additional Distribution Date"), the Servicer
         may instruct the Trustee in writing to withdraw from the Series 2001-1
         Accrued Interest Account, and on such Additional Distribution Date the
         Trustee, acting in accordance with such instructions, shall withdraw
         from the Series 2001-1 Accrued Interest Account, as directed in writing
         by the Servicer, all or a portion of the Series 2001-1 Note Interest
         that will be due on the first Distribution Date following such
         Additional Distribution Date to the extent that such amount does not
         exceed the aggregate amount of Series 2001-1 Interest Collections
         processed since the preceding Distribution Date and allocated to the
         Series 2001-1 Noteholders (less any portion thereof previously paid to
         the Series 2001-1 Noteholders during such period pursuant to this
         Section 5.2(e)) and shall deposit such amounts in the Series 2001-1
         Distribution Account.

         (c)      Servicing Fee. On each Determination Date on which Budget is
the Servicer, the Servicer shall, after giving effect to all distributions
required to be made on the related Distribution Date pursuant to Sections 5.3(a)
and (b) of this Supplement, instruct the Trustee and the Paying Agent in writing
as to the amount to be withdrawn on such Distribution Date from the Series
2001-1 Collection Account to the extent funds are available and processed since
the preceding Distribution Date in respect of an amount equal to (i) the Series
2001-1 Investor Monthly Servicing Fee (and any Series 2001-1 Monthly
Supplemental Servicing Fee) accrued since the preceding Distribution Date, plus
(ii) all accrued and unpaid Series 2001-1 Investor Monthly Servicing Fees (and
any Series 2001-1 Monthly Supplemental Servicing Fees) in respect of previous
periods, minus (iii) the amount of any Series 2001-1 Investor Monthly Servicing
Fees (and Series 2001-1 Monthly Supplemental Servicing Fees) withheld by the
Servicer since the preceding Distribution Date pursuant to Section 5.2(c) of the
Base Indenture. On such Distribution Date, the Trustee shall withdraw such
amount from the Series 2001-1 Collection Account and remit such amount to the
Servicer.

         Section 5.4 Payment of Note Interest and Carrying Charges. On each
Distribution Date and Additional Distribution Date, the Paying Agent shall, in
accordance with Section 6.1 of the Base Indenture and the written instruction of
the Servicer received pursuant to Section 5.3(b) hereof, pay to the Series
2001-1 Noteholders from the Series 2001-1 Distribution Account the amount
deposited in the Series 2001-1 Distribution Account for the payment of Series
2001-1 Note Interest pursuant to Section 5.3(b) of this Supplement and, to the
extent that such amount is


                                      -36-
<PAGE>   38

insufficient to pay all Series 2001-1 Note Interest and Series 2001-1 Carrying
Charges payable on such Distribution Date (the amount of such insufficiency, a
"Note Interest Shortfall"), the Servicer shall instruct the Trustee in writing
to withdraw from the Series 2001-1 Collection Account the lesser of (i) the
amount on deposit in the Series 2001-1 Collection Account and (ii) the amount of
such Note Interest Shortfall. Subject to Sections 2.15(c) and 6.1(b) of the Base
Indenture, all payments of interest and Series 2001-1 Carrying Charges, and all
payments of principal pursuant to Section 5.5 hereof, made to the Series 2001-1
Noteholder shall be made by wire transfer to such account as the Series 2001-1
Noteholder of record on the preceding Record Date shall specify from time to
time by notice to the Issuer and the Paying Agent.

         Section 5.5 Payment of Note Principal; Transfers to Budget Distribution
Account.

         (a)      Commencing on the first Determination Date after the
commencement of the Series 2001-1 Rapid Amortization Period, the Servicer shall
instruct the Trustee and the Paying Agent in writing as to the amount of
Collections allocated to the Series 2001-1 Note during the Related Month
pursuant to Section 5.2(b)(ii) of this Supplement (such amount, the "Monthly
Principal Allocation"). Commencing on the first Distribution Date after the
commencement of the Series 2001-1 Rapid Amortization Period, to the extent that
the Monthly Principal Allocation is insufficient to pay all principal due in
respect of the Series 2001-1 Note on such Distribution Date (the amount of such
insufficiency, a "Principal Shortfall"), the Servicer shall instruct the Trustee
in writing (a) to withdraw from the Series 2001-1 Collection Account the lesser
of (i) the amount on deposit in the Series 2001-1 Collection Account and (ii)
the amount of such Principal Shortfall and (b) to the extent of any remaining
Principal Shortfall, to apply to the payment thereof Principal Collections with
respect to any other Group IV Series of Notes which pursuant to Section 5.2(d)
of the Base Indenture (as modified herein) are available on such Distribution
Date to pay principal of the Series 2001-1 Note (up to the amount of such
Principal Shortfall remaining). The entire principal amount of the Series 2001-1
Note shall be due and payable on the Series 2001-1 Termination Date.

         (b)      On each Distribution Date occurring on or after the date a
withdrawal or application is made pursuant to Section 5.5(a) of this Supplement,
the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture and
the written instruction of the Servicer received pursuant to Section 5.5(a)
hereof, pay to the Series 2001-1 Noteholders the amount deposited in the Series
2001-1 Distribution Account for the payment of principal pursuant to Section
5.5(a) of this Supplement.

         (c)      On (x) the Distribution Date on which, or immediately
following the date on which, an allocation is made pursuant to Section
5.2(a)(ii), or (y) the Business Day specified in the notice of Decrease
delivered pursuant to Section 4.3(b), occurring on or after the date an
allocation is made pursuant to Section 5.2(a)(iv), the Paying Agent shall pay to
the Series 2001-1 Noteholders pursuant to the written instruction of the
Servicer the amount deposited in the Series


                                      -37-
<PAGE>   39

2001-1 Distribution Account for the payment of principal pursuant to such
Section 5.2(a)(ii) or 5.2(a)(iv), as applicable.

         (d)      On each Distribution Date, the Servicer shall, as applicable,
instruct the Trustee in writing to instruct the Paying Agent to transfer to the
Budget Distribution Account (i) all funds which are in the Group IV Collection
Account that have been allocated to the Budget Distribution Account as of such
Distribution Date and (ii) all funds that were previously allocated to the
Budget Distribution Account but not transferred to the Budget Distribution
Account. On the related Distribution Date, the Trustee or Paying Agent shall, in
accordance with the Servicer's instructions, withdraw such funds from the Group
IV Collection Account, as applicable, and deposit them into the Budget
Distribution Account.

         Section 5.6 Servicer's or Budget's Failure to Make a Deposit or
Payment. If the Servicer or Budget fails to make, or give notice or instructions
to make, any payment from or deposit to the Collection Account, the Group IV
Collection Account, the Series 2001-1 Collection Account or the Series 2001-1
Accrued Interest Account required to be made or given by the Servicer or Budget,
respectively, at the time specified in the Indenture (including applicable grace
periods), the Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee, in the event it
elects to do so, to make such a payment. Such funds shall be applied by the
Trustee in the manner in which such payment or deposit should have been made by
the Servicer.

         Section 5.7 Series 2001-1 Distribution Account.

         (a)      Establishment of the Series 2001-1 Distribution Account. The
Trustee shall establish and maintain in the name of the Trustee for the benefit
of the Series 2001-1 Noteholders, or cause to be established and maintained, an
account (the "Series 2001-1 Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2001-1 Noteholders. The Series 2001-1 Distribution Account shall be
maintained (i) with a Qualified Institution, or (ii) as a segregated trust
account with the corporate trust department of a depository institution or trust
company having corporate trust powers and acting as trustee for funds deposited
in the Series 2001-1 Distribution Account. If the Series 2001-1 Distribution
Account is not maintained in accordance with the previous sentence, the Servicer
shall establish a new Series 2001-1 Distribution Account, within ten (10)
Business Days after obtaining knowledge of such fact, which complies with such
sentence, and transfer all cash and investments from the non-qualifying Series
2001-1 Distribution Account into the new Series 2001-1 Distribution Account.
Initially, the Series 2001-1 Distribution Account will be established with the
Trustee. The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Series 2001-1 Distribution Account and in all
proceeds thereof. The Series 2001-1 Distribution Account Collateral shall be
under the sole dominion and control of the Trustee for the benefit of the Series
2001-1 Noteholders.


                                      -38-
<PAGE>   40

         (b)      Administration of the Series 2001-1 Distribution Account. The
Servicer shall instruct the institution maintaining the Series 2001-1
Distribution Account in writing to invest funds on deposit in the Series 2001-1
Distribution Account at all times in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior to
the Distribution Date following the date on which such funds were received,
unless any Permitted Investment held in the Series 2001-1 Distribution Account
is held with the Paying Agent, then such investment may mature on such
Distribution Date and such funds shall be available for withdrawal on or prior
to such Distribution Date. The Trustee shall hold, for the benefit of the Series
2001-1 Noteholders and the Servicer, possession of the negotiable instruments or
securities evidencing the Permitted Investments described in clause (i) of the
definition thereof from the time of purchase thereof until the time of maturity.

         (c)      Earnings from Series 2001-1 Distribution Account. Subject to
the restrictions set forth above, the Servicer shall have the authority to
instruct the Trustee in writing with respect to the investment of funds on
deposit in the Series 2001-1 Distribution Account. All interest and earnings
(net of losses and investment expenses) on funds on deposit in the Series 2001-1
Distribution Account shall be deemed to be on deposit and available for
distribution.

                                    ARTICLE 6

                               AMORTIZATION EVENTS

         In addition to the Amortization Events set forth in Section 9.1 of the
Base Indenture, subject to Section 5.2(a)(v) hereof, the following shall be
Amortization Events with respect to the Series 2001-1 Note (without notice or
other action on the part of the Trustee or any holders of the Series 2001-1
Note; provided, however, that the Trustee shall have no liability in connection
with any action or inaction taken upon the occurrence of an Amortization Event
unless the Trustee has actual knowledge or has received written notice of such
Amortization Event):

         (a)      TFFC defaults in the payment of any interest on any Series
2001-1 Note (or in any other payment on any Series 2001-1 Note (other than as
specified in Section 9.1(b) of the Base Indenture)) when the same becomes due
and payable and such default continues for a period of 3 Business Days.

         (b)      a Series 2001-1 Credit Support Deficiency shall occur and
exist for more than one (1) Business Day unless during such one (1) Business Day
period the Issuer or the Servicer shall have cured the Series 2001-1 Credit
Support Deficiency in accordance with the terms and conditions of this
Supplement;

         (c)      any Related Document is not in full force and effect, or TFFC,
Budget or the Servicer so asserts in writing;


                                      -39-
<PAGE>   41

         (d)      a "Lease Event of Default" shall have occurred and be
continuing under and as defined in the Group IV Master Lease;

         (e)      TFFC or Budget shall have failed in any material respect to
timely and duly perform, or shall have breached any of its obligations,
representations, warranties or covenants under the Series 2001-1 Note Purchase
Agreement;

         (f)      TFFC fails to have at least one independent director on its
Board of Directors at any time;

         (g)      any judgment or order for the payment of money in excess of
$100,000 shall be rendered against TFFC that is not being contested and for
which adequate reserves have not been set aside;

         (h)      the liquidity facility supporting the single seller commercial
paper program of Budget Funding Corporation with respect to the Series 1997-2
Note shall not have been renewed or extended upon expiration of the then-current
commitment for at least an additional 60 days in an aggregate committed amount
at least equal to $400,000,000 and shall not have been replaced by a Replacement
Facility (as defined in the Sixth Amendment to the Amended and Restated Credit
Agreement, dated as of February 9, 2001);

         (i)      a Series 2001-1 Event of Default shall have occurred and be
continuing; or

         (j)      the Servicer shall fail to provide notice within two Business
Days after the occurrence of a Series 2001-1 Event of Default as set forth in
Section 8.01(f) of the Series 2001-1 Note Purchase Agreement.

                                    ARTICLE 7

                                     GENERAL

         (a)      Repurchase. The Series 2001-1 Note shall be subject to
repurchase by TFFC at its option in accordance with Section 6.3 of the Base
Indenture on any Distribution Date. The repurchase price for the Series 2001-1
Note shall equal the Aggregate Principal Balance of the Series 2001-1 Note
(determined after giving effect to any payments of principal and interest and
any Increases or Decreases as of such Distribution Date), plus all accrued and
unpaid interest on such Aggregate Principal Balance through the date of purchase
under this Section 7(a) plus any other amounts then due and payable to the
holders of such Series 2001-1 Note pursuant to this Supplement, the Series
2001-1 Note Purchase Agreement and the Series 2001-1 Note.


                                      -40-
<PAGE>   42

         (b)      Payment of Rating Agency Fees. TFFC agrees and covenants with
the Servicer to pay all reasonable fees and expenses of the Rating Agencies and
to promptly provide all documents and other information that the Rating Agencies
may reasonably request.

         (c)      Exhibits. The following exhibits attached hereto supplement
the exhibits included in the Indenture.

         Exhibit A: Form of Series 2001-1 Note

         Exhibit B: List of Approved Manufacturers

         (d)      Ratification of Base Indenture. As supplemented by this
Supplement, the Base Indenture is in all respects ratified and confirmed and the
Base Indenture as so supplemented by this Series Supplement shall be read,
taken, and construed as one and the same instrument.

         (e)      Counterparts. This Supplement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.

         (F)      GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.

         (g)      Amendments. This Supplement may be modified or amended from
time to time by written agreement of the parties hereto, but only with the
written consent of the Required Noteholders.

         (h)      Discharge of Indenture. Notwithstanding anything to the
contrary contained in the Base Indenture, no discharge of the Indenture pursuant
to Section 11.1(b) of the Base Indenture will be effective as to the Series
2001-1 Note without the consent of the Required Noteholders.

         (i)      Base Indenture Defined Terms. With respect to the Series
2001-1 Notes and each other Group IV Series of Notes, references in the Base
Indenture (including Schedule I thereto) or in any Related Document to (a) the
"Lease" shall be deemed to include the Group IV Master Lease and (b) a "Lease
Event of Default" shall be deemed to include a Lease Event of Default under and
as defined in the Group IV Master Lease. In addition, each of the capitalized
terms listed in the first column below is defined in Schedule 1 to the Base
Indenture, as such term applies to any Segregated Series (including Series
2001-1), by reference to the related Supplement. Such terms are defined in this
Series 2001-1 Supplement using the corresponding capitalized terms set forth in
the second column below opposite such Base Indenture terms.


                                      -41-
<PAGE>   43

<TABLE>
<CAPTION>
                                                    CORRESPONDING SERIES
                                                   -----------------------
        BASE INDENTURE TERMS                       2001-1 SUPPLEMENT TERMS
        --------------------                       -----------------------
<S>                                         <C>
Aggregate Segregated Repurchase Asset       Aggregate Group IV Repurchase Asset
Amount                                      Amount

Monthly Servicing Fee                       Series 2001-1 Monthly Servicing Fee

Repurchase Vehicle                          Group IV Repurchase Vehicle

Segregated Repurchase Vehicle               Group IV Repurchase Vehicle

Vehicle                                     Group IV Vehicle
</TABLE>

         (j)      Servicer. The Servicer represents and warrants that it will
perform all of its servicing functions as set forth pursuant to Section 4 of the
Base Indenture.

         (k)      Tax Opinion. No State of Virginia tax opinion is required to
be rendered in connection with the issuance of the Series 2001-1 Note.

         (l)      Independent Director. TFFC shall appoint a second independent
director within 30 days after the Closing Date for the Series 2001-1 Notes.


                                      -42-
<PAGE>   44

         IN WITNESS WHEREOF, TFFC, the Servicer, Budget, as Budget
Interestholder and the Trustee have caused this Supplement to be duly executed
and BRACC has caused this Supplement to be duly acknowledged and agreed to by
their respective officers thereunto duly authorized as of the day and year first
above written.


                              TEAM FLEET FINANCING CORPORATION,
                              as Issuer



                              By:
                                 ----------------------------------------------
                                 Name:  Robert L. Aprati
                                 Title: Secretary

                              BUDGET GROUP, INC., as Servicer



                              By:
                                 ----------------------------------------------
                                 Name:  Robert L. Aprati
                                 Title: Secretary

                              BUDGET GROUP, INC., as Budget Interestholder



                              By:
                                 ----------------------------------------------
                                 Name:  Robert L. Aprati
                                 Title: Secretary

                              BANKERS TRUST COMPANY, as Trustee



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

<PAGE>   45

                                                                       EXHIBIT A
                                                                       TO SERIES
                                                               2001-1 SUPPLEMENT

                          FORM OF VARIABLE FUNDING NOTE

REGISTERED                                                    up to $350,000,000

No. A-

                       SEE REVERSE FOR CERTAIN CONDITIONS

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF TEAM FLEET
FINANCING CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"), THAT THIS NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION. THIS
NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE
PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE INDENTURE
REFERRED TO HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AND SUBJECT TO
INCREASES AND DECREASES AS SET FORTH HEREIN AND IN THE INDENTURE. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.


<PAGE>   46

                        TEAM FLEET FINANCING CORPORATION

          VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTE, Series 2001-1

         TEAM FLEET FINANCING CORPORATION, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Deutsche Bank AG, New York Branch, as Agent, a Delaware corporation (the
"Noteholder"), or its registered assigns, the principal sum of up to THREE
HUNDRED FIFTY MILLION DOLLARS ($350,000,000) or, if less the aggregate unpaid
principal amount outstanding hereunder (whether or not shown on the schedule
attached hereto, which amount shall be payable in the amounts and at the times
set forth in the Indenture, provided, however, that the entire unpaid principal
amount of this Note shall be due on the Series 2001-1 Termination Date, which is
October 31, 2001 (unless extended in writing by the parties to the Indenture and
the Noteholder). The Company will pay interest on this Note at the Series 2001-1
Note Rate. Such interest shall be payable on each Distribution Date until the
principal of this Note is paid or made available for payment, to the extent
funds will be available from Series 2001-1 Collections processed from and
including the preceding Distribution Date to but excluding each such
Distribution Date in respect of (a) an amount equal to interest accrued for the
related Series 2001-1 Interest Period, which will be equal to the sum of the
products, for each day during the related Series 2001-1 Interest Period, of (i)
the Series 2001-1 Note Rate for such Series 2001-1 Interest Period and (ii) the
Series 2001-1 Aggregate Principal Balance as of the close of business on such
date divided by 360, plus (b) an amount equal to the amount of any accrued and
unpaid Note Interest Shortfall with respect to prior Series 2001-1 Interest
Periods, with interest on the amount of such Note Interest Shortfall at the
Series 2001-1 Note Rate for the related Series 2001-1 Interest Period. The
principal amount of this Note shall be subject to Increases and Decreases from
time to time, and accordingly, such principal amount is subject to prepayment at
any time. Notwithstanding the foregoing, prior to the Series 2001-1 Termination
Date and unless an Amortization Event shall have occurred, only interest
payments on the outstanding principal amount of the Note are required to be made
to the holder hereof. Beginning on the first Distribution Date following the
occurrence of an Amortization Event, subject to Decreases on any Business Day,
the principal of this Note shall be paid in installments on each subsequent
Distribution Date to the extent of funds available for payment therefor pursuant
to the Indenture. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. This Note does not represent an
interest in, or an obligation of, the Servicer or any affiliate of the Servicer
other than the Company.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Note does not purport to summarize the Indenture and


                                      A-2
<PAGE>   47

reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Servicer and the Trustee. A copy
of the Indenture may be requested from the Trustee by writing to the Trustee at:
Bankers Trust Company, 4 Albany Street, New York, New York 10006, Attention:
Corporate Trust and Agency Group. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Indenture.

         Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.


                                      A-3
<PAGE>   48

         IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date: March __, 2001                         TEAM FLEET FINANCING CORPORATION


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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes of a series issued under the within-mentioned
Indenture.

                                             BANKERS TRUST COMPANY,
                                              as Trustee


                                             By:
                                                --------------------------------
                                                Authorized Signature


                                      A-4
<PAGE>   49

                          REVERSE OF SERIES 2001-1 NOTE

         This Note is one of a duly authorized issue of Notes of the Company,
designated as its Variable Funding Rental Car Asset Backed Notes, Series 2001-1
(herein called the "Series 2001-1 Notes"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
the same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, is herein called the "Base Indenture"), among
the Company, Budget Group, Inc., a Delaware corporation formerly known as Team
Rental Group, Inc. ("Budget"), as servicer and as holder of the Budget Interest,
and Bankers Trust Company, a New York banking corporation, as trustee (the
"Trustee"), and (ii) a Series 2001-1 Supplement, dated as of March __, 2001 (the
"Series 2001-1 Supplement"), among the Company, Budget and the Trustee. The Base
Indenture and the Series 2001-1 Supplement are referred to herein as the
"Indenture". The Series 2001-1 Note is subject to all terms of the Indenture.
All terms used in this Series 2001-1 Note that are defined in the Indenture, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, shall have the meanings assigned to them in or pursuant to
the Indenture, as so amended, supplemented or otherwise modified.

         The Series 2001-1 Note, and all other Notes included in a Group IV
Series of Notes, are and will be equally and ratably secured by the Group IV
Collateral, and the Series 2001-1 Note is and will be equally and ratably
secured by the Series 2001-1 Collateral, in each case pledged as security
therefor as provided in the Indenture and the Series 2001-1 Supplement.

         "Distribution Date" means the 25th day of each month, or, if any such
date is not a Business Day, the next succeeding Business Day, commencing April
25, 2001.

         As described above, the entire unpaid principal amount of this Series
2001-1 Note shall be due and payable on the Series 2001-1 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default or Series 2001-1 Limited Liquidation Event of Default shall have
occurred and be continuing then, in certain circumstances, principal on the
Series 2001-1 Note may be paid earlier, as described in the Indenture. All
principal payments on the Series 2001-1 Note shall be made pro rata to the
Series 2001-1 Noteholders entitled thereto.

         Payments of interest on this Series 2001-1 Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
and any payments of principal made on any Business Day in respect of any
Decreases, to the extent not in full payment of this Series 2001-1 Note, shall
be made by wire transfer to the Holder of record of this Series 2001-1 Note (or
any predecessor Series 2001-1 Note) on the Note Register as of the close of
business on each Record Date. Any reduction in the principal amount of this
Series 2001-1 Note (or any predecessor Series 2001-1 Note) effected by any
payments made on any date shall be binding upon all future Holders of this
Series 2001-1 Note and of any Series 2001-1 Note


                                      A-5
<PAGE>   50

issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted thereon. Final payment of principal (together with
any accrued and unpaid interest) on this Series 2001-1 Note will be paid to the
Series 2001-1 Noteholder only upon presentation and surrender of this Series
2001-1 Note at the Corporate Trust Office for cancellation by the Trustee.

         The Company shall pay interest on overdue installments of interest at
the Series 2001-1 Note Rate to the extent lawful.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Series 2001-1 Note may be registered on the
Note Register upon surrender of this Series 2001-1 Note for registration of
transfer at the office or agency designated by the Company pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Series 2001-1 Notes of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Series 2001-1 Note, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any such registration of transfer or exchange.

         Each Series 2001-1 Noteholder, by acceptance of the Series 2001-1 Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Trustee, the Company or Budget on the Series
2001-1 Note or under the Indenture or any certificate or other writing delivered
in connection therewith, against (i) the Trustee, the Company or Budget in its
individual capacity, (ii) any owner of a beneficial interest in the Company or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee, the Company or Budget in its individual capacity, any holder of a
beneficial interest in the Company, Budget or the Trustee or of any successor or
assign of the Trustee or Budget in its individual capacity, except (a) as any
such Person may have expressly agreed and (b) any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Company for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Series 2001-1 Note, subject
to Section 13.17 of the Base Indenture.

         Each Series 2001-1 Noteholder, by acceptance of the Series 2001-1 Note,
covenants and agrees that by accepting the benefits of the Indenture that such
Series 2001-1 Noteholder will not for a period of one year and one day following
payment in full of the Series 2001-1 Note institute against the Company, or join
in any institution against the Company of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any


                                      A-6
<PAGE>   51

United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Series 2001-1 Note, the Indenture or the Related
Documents.

         Prior to the due presentment for registration of transfer of this
Series 2001-1 Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name the Series 2001-1 Note (as of the day
of determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not the Series
2001-1 Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

         It is the intent of the Company and each Series 2001-1 Noteholder that,
for Federal, state and local income and franchise tax purposes, the Series
2001-1 Note will evidence indebtedness of the Company secured by the Collateral.
Each Series 2001-1 Noteholder, by the acceptance of the Series 2001-1 Note,
agrees to treat the Series 2001-1 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

         The Indenture permits in certain circumstances, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Series
2001-1 Note under the Indenture at any time by the Company with the consent of
the Holders of the Series 2001-1 Note representing more than 50% in principal
amount of the Outstanding Series 2001-1 Note which are affected by such
amendment or modification. The Indenture also contains provisions permitting the
Holders of Series 2001-1 Note representing specified percentages of the
Outstanding Series 2001-1 Note, on behalf of the Holders of the Series 2001-1
Note, to waive compliance by the Company with certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
the Series 2001-1 Note (or any predecessor Series 2001-1 Note) shall be
conclusive and binding upon such Holder and upon all future Holders of the
Series 2001-1 Note and of the Series 2001-1 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon the Series 2001-1 Note. The Indenture
also permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Series 2001-1 Note.

         The term "Company" as used in this Series 2001-1 Note includes any
successor to the Company under the Indenture.

         The Series 2001-1 Note is issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

         The Series 2001-1 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.


                                      A-7
<PAGE>   52

         No reference herein to the Indenture and no provision of the Series
2001-1 Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on the Series 2001-1 Note at the times, place, and rate, and in the
coin or currency herein prescribed, subject to any duty of the Company to deduct
or withhold any amounts as required by law, including any applicable U.S.
withholding taxes.


                                      A-8
<PAGE>   53

                             INCREASES AND DECREASES

<TABLE>
<CAPTION>
       Unpaid                                Series
      Principal                              2001-1    Interest Period  Notation
Date   Amount    Increase  Decrease  Total  Note Rate  (if applicable)   Made By
<S>   <C>        <C>       <C>       <C>    <C>        <C>              <C>

</TABLE>


                                      A-9
<PAGE>   54
'

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee


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

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
                         (name and address of assignee)

the within Series 2001-1 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said Series
2001-1 Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:                                                                      (*)/
      ---------------                         ------------------------------
                                                   Signature Guaranteed:

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

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


---------------
(*)/ NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Series 2001-1 Note in
every particular, without alteration, enlargement or any change whatsoever.


                                      A-10
<PAGE>   55

                                                                       EXHIBIT B
                                                                              TO
                                                        SERIES 2001-1 SUPPLEMENT

                         List of Approved Manufacturers

Ford Motor Company
Toyota Motor Sales, U.S.A., Inc.
Daimler Chrysler Corporation
Nissan Motors Corporation in the U.S.A., Inc.
Hyundai Motor America(1)(/)

---------------
(1/) Only during Period Two.


<PAGE>   56

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         PAGE

<S>                                                                                      <C>
                                  PRELIMINARY STATEMENT

                                        ARTICLE 1

                                       DESIGNATION

                                        ARTICLE 2

                                       DEFINITIONS

Section 2.1 Incorporation of Schedule 1, etc. .............................................3
Section 2.2 Defined Terms .................................................................3

                                        ARTICLE 3

                               SECURITY; REPORTS; COVENANT

Section 3.1 Grant of Security Interest....................................................24
Section 3.2 Reports.......................................................................26

                                        ARTICLE 4

                      INITIAL ISSUANCE AND INCREASES AND DECREASES OF
                    SERIES 2001-1 INVESTED AMOUNT OF SERIES 2001-1 NOTE

Section 4.1.Issuance in Definitive Form...................................................26
Section 4.2 Procedure for Increasing the Invested Amount .................................27
Section 4.3 Decreases ....................................................................28

                                        ARTICLE 5

                                SERIES 2001-1 ALLOCATIONS

Section 5.1 Establishment of the Group IV Collection Account, Series 2001-1 Collection
              Account and Series 2001-1 Accrued Interest Account  ........................30
Section 5.2 Allocations with Respect to the Series 2001-1 Note ...........................30
Section 5.3 Withdrawals from the Series 2001-1 Accrued Interest Account ..................35
</TABLE>


<PAGE>   57

                                TABLE OF CONTENTS
                                    CONTINUED

<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                      ----

<S>                                                                                   <C>
Section 5.4 Payment of Note Interest and Carrying Charges .............................36
Section 5.5 Payment of Note Principal; Transfers to Budget Distribution Account. ......37
Section 5.6 Servicer's or Budget's Failure to Make a Deposit or Payment ...............38
Section 5.7 Series 2001-1 Distribution Account.........................................38
</TABLE>

                                    ARTICLE 6

                               AMORTIZATION EVENTS

                                    ARTICLE 7

                                     GENERAL

Exhibit A  - Form of Series 2001-1 Note
Exhibit B  - List of Approved Manufacturers


                                      A-ii