<PAGE>   1
                                                                     EXHIBIT 4.1








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

                            SERIES 2001-2 SUPPLEMENT




                           dated as of April 18, 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


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




<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----

<S>                        <C>                                                                                 <C>
ARTICLE 1 DESIGNATION.............................................................................................1


ARTICLE 2 DEFINITIONS.............................................................................................3

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

ARTICLE 3 SECURITY; REPORTS; COVENANTS...........................................................................32

         Section 3.1       Grant of Security Interest............................................................32
         Section 3.2       Reports; Copies of Letter of Credit...................................................34
         Section 3.3       Auction Acquired Vehicles.............................................................35
         Section 3.4       Capitalization Demand Note............................................................35

ARTICLE 4 SERIES 2001-2 ALLOCATIONS..............................................................................35

         Section 4.1       Establishment of Group V Collection Account, Series 2001-2 Collection
                           Account, Series 2001-2 Excess Funding Account and Series
                           2001-2 Accrued Interest Account.......................................................35
         Section 4.2       Allocations with respect to the Series 2001-2 Notes...................................37
         Section 4.3       Monthly Payments from the Series 2001-2 Accrued Interest Account......................43
         Section 4.4       Payment of Note Interest..............................................................48
         Section 4.5       Payment of Note Principal.............................................................50
         Section 4.6       Servicer's or Budget's Failure to Make a Deposit or Payment...........................53
         Section 4.7       Budget Distribution Account...........................................................53
         Section 4.8       Series 2001-2 Distribution Account....................................................53
         Section 4.9       Subordination of Class B Notes and Class C Notes......................................54
         Section 4.10      Application of Cash Liquidity Amount; Allocation of Certain Amounts to Interest.......55
         Section 4.11      Draw on Letter of Credit..............................................................56
         Section 4.12      Draw on the Demand Note...............................................................57
         Section 4.13      Series 2001-2 Cash Collateral Account.................................................57
         Section 4.14      [RESERVED]............................................................................59
         Section 4.15      Deficiencies in Payments..............................................................59

ARTICLE 5 [RESERVED].............................................................................................59


ARTICLE 6 AMORTIZATION EVENTS....................................................................................59


ARTICLE 7 FORM OF SERIES 2001-2 NOTES............................................................................61

         Section 7.1       Class A Notes.........................................................................61
         Section 7.2       Class B Notes.........................................................................61
         Section 7.3       Class C Notes.........................................................................62
         Section 7.4       Issuances of Additional Notes.........................................................63

ARTICLE 8 GENERAL................................................................................................64

</TABLE>


                                       i

<PAGE>   3



Schedule 1            Maximum Manufacturer Percentages
EXHIBIT A-1           Form of Restricted Global Class A Note
EXHIBIT A-2           Form of Temporary Global Class A Note
EXHIBIT A-3           Form of Permanent Global Class A Note
EXHIBIT B-1           Form of Restricted Global Class B Note
EXHIBIT B-2           Form of Temporary Global Class B Note
EXHIBIT B-3           Form of Permanent Global Class B Note
EXHIBIT C-1           Form of Restricted Global Class C Note
EXHIBIT C-2           Form of Temporary Global Class C Note
EXHIBIT C-3           Form of Permanent Global Class C Note


                                       ii

<PAGE>   4


         Series 2001-2 Supplement, dated as of April 18, 2001 (this
"Supplement"), among Team Fleet Financing Corporation, a Delaware corporation
("TFFC" or the "Issuer"), Budget Group, Inc., a Delaware corporation ("Budget"),
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, Budget, as Servicer
and as the Budget Interestholder, 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; and

         WHEREAS, all conditions precedent 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
pursuant to the Base Indenture and this Supplement and such Series of Notes (as
defined below) shall be designated generally as Series 2001-2 Floating Rate
Rental Car Asset Backed Notes, Class A, Series 2001-2 Floating Rate Rental Car
Asset Backed Notes, Class B and Series 2001-2 Floating Rate Rental Car Asset
Backed Notes, Class C. The Series 2001-2 Notes shall be issued in three classes.
The Class A Rental Car Asset Backed Notes shall be designated generally as the
Class A Notes, the Class B Rental Car Asset Backed Notes shall be designated
generally as the Class B Notes and the Class C Rental Car Asset Backed Notes
shall be designated generally as the Class C Notes. The Class A Notes, the Class
B Notes and the Class C Notes are referred to herein collectively as the "Series
2001-2 Notes." The Series 2001-2 Notes are a Group V Series of Notes. Subsequent
to the Series 2001-2 Issuance Date, additional principal amounts of each Class
of Series 2001-2 Notes may be issued in accordance with the provisions of
Section 7.4 hereof.

         (b)      The Class B Notes and the Class C Notes are subordinated in
right of payment to the Class A Notes and the Class C Notes are subordinated in
right of payment to the Class B Notes, in each case to the extent set forth
herein.

         (c)      The proceeds from the sale of the Series 2001-2 Notes shall be
deposited in the Group V Collection Account and applied in part to pay certain
amounts as set forth in Section 4.2 and any remaining amounts shall be deposited
on the Series 2001-2 Issuance Date to the

<PAGE>   5

Series 2001-2 Collection Account and, concurrently with such deposit, allocated
by the Trustee to the Series 2001-2 Excess Funding Account and shall be paid to
TFFC and used to purchase, finance or refinance Eligible Vehicles for leasing to
the Lessees under the Group V Lease or refinance Eligible Receivables. Any
proceeds not so used shall be deemed to be Principal Collections.

         (d)      The Series 2001-2 Notes are a Segregated Series of Notes (as
more fully described in the Base Indenture) and are hereby designated as a
"Group V Series of Notes." Accordingly, by such designation, the Series 2001-2
Notes (and each other Group V Series of Notes) shall be secured solely by the
Group V Collateral and any other collateral designated as security for the
Series 2001-2 Notes (and, as applicable, any other Series of Group V Notes)
under this Supplement or any other Supplement and will not be secured by any
other collateral. TFFC 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 2001-2 Notes, the Group V Collateral and any
other collateral designated as security for the Group V Series of Notes under
this Supplement or any other related Series Supplement (the Series 2001-2 Notes
and any such additional Segregated Series, each, a "Group V Series of Notes"
and, collectively, the "Group V Series of Notes"). TFFC may in the future issue
additional Group V Series of Notes which will be entitled to share in the Group
V Collateral. Any future Group V Series of Notes may have terms different from
the terms of the Series 2001-2 Notes. 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 V Series of Notes. If,
notwithstanding the foregoing provisions of this clause (d), the Series 2001-2
Notes are deemed by any court to be secured by collateral other than the Group V
Collateral and any other collateral designated as security for the Series 2001-2
Notes (and, as applicable, any other Series of Group V Notes) under this
Supplement or any other Supplement ("Non-Group V Collateral") or by Group V
Collateral allocated to other Group V Series of Notes pursuant to the related
Supplement ("Other Group V Collateral"), then the interest of the Series 2001-2
Noteholders in such Non-Group V Collateral and Other Group V Collateral,
consistent with the foregoing provisions of this clause (d), shall be
subordinate in all respects to the interest of the Noteholders of the Series to
which such Non-Group V Collateral and Other Group V Collateral was pledged by
the terms of the Indenture, such subordination to have been effective from the
date hereof.

         (e)      In all events, the following shall govern the interpretation
and construction of the provisions of this Supplement: (i) this Supplement
(including, without limitation, the provisions (including the allocation
provisions) of Article 4 hereof) 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 TFFC or any
Series 2001-2 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 2001-2 Notes shall include all obligations of TFFC now
or hereafter existing under each of such Series 2001-2 Notes, whether for
principal, interest, fees, expenses or otherwise, and (B) without limiting the
generality of the foregoing, "interest" owing on the Series 2001-2 Notes shall
expressly include any and all interest accruing after the commencement of any
bankruptcy case or other insolvency proceeding where TFFC is the


                                       2
<PAGE>   6

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 2001-2 Notes, as against TFFC 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, other debt
instruments, or any equity instruments, regardless of the source thereof, and
(v) the holder of any interest in the Series 2001-2 Notes 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
TFFC in any subsequent bankruptcy of TFFC; 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 (e), any distributions that such holder is
to receive on account of such holder's interest in the Series 2001-2 Notes under
any such plan of reorganization, from TFFC, 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(a). (a) All capitalized
terms not otherwise defined herein are defined in Schedule 1 to 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 2001-2
Notes and not to any other Series of Notes issued by TFFC.

         (b)      For purposes of the Series 2001-2 Notes, any reference in the
Base Indenture to (i) the term "Collection Account" shall be deemed to be a
reference to the Group V Collection Account, (ii) the term "Collateral" shall be
deemed to be a reference to the Group V Collateral, (iii) the term "Team
Interest" shall be deemed to be a reference to the Budget Interest, (iv) the
term "Team Interestholder" shall be deemed to be a reference to the Budget
Interestholder, (v) the term "Team Interest Amount" shall be deemed to be a
reference to the Budget Interest Amount, (vi) the term "Team Distribution
Account" shall be deemed to be a reference to the Budget Distribution Account,
(vii) the term "Lease" shall be deemed to include the Group V Lease and (viii)
the term "Lease Event of Default" shall be deemed to include a Lease Event of
Default under and as defined in the Group V Lease.

         Section 2.2 Defined Terms. The following words and phrases shall have
the following meanings with respect to the Series 2001-2 Notes 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 V Collection
Account, the Series 2001-2 Collection Account, the Series 2001-2 Excess Funding
Account and each collection


                                       3
<PAGE>   7

account for each other Group V Series of Notes, the Series 2001-2 Distribution
Account and, if established, the Series 2001-2 Cash Collateral Account.

         "Accrued Amounts" means, with respect to any Group V 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) as of such date, (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 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.

         "Accumulated Principal Draw Amount" means, with respect to draws made
under the Series 2001-2 Letter of Credit during any Insolvency Period or after
the occurrence of any other Liquidity Event, the sum of the draws made and
applied pursuant to Sections 4.5(a)(i), (b)(i) and (c)(i) during such Insolvency
Period or after the occurrence of such other Liquidity Event.

         "Additional Base Rent" has the meaning set forth in Section 9 of Annex
A to the Group V Lease and in Section 6 of Annex B to the Group V Lease.

         "Additional Notes" means additional Series 2001-2 Notes issued pursuant
to Section 7.4 of this Supplement.

         "Additional Overcollateralization Amount" means, as of any date of
determination, an amount equal to (a) the Overcollateralization Portion on such
date divided by 89% (or a lower percentage upon confirmation from the Rating
Agencies that such lower percentage will not result in the reduction or
withdrawal of the then current ratings on the Series 2001-2 Notes) minus (b) the
Overcollateralization Portion as of such date.

         "Additional Series 2001-2 Collateral" has the meaning set forth in
Section 3.1(b) of this Supplement.

         "Aggregate Invested Amount" means the sum of the Invested Amounts with
respect to all Group V Series of Notes then Outstanding.

         "Aggregate Principal Balance" of the Series 2001-2 Notes, or a class
thereof, means an amount equal to the initial Invested Amount of such Series or
class, as applicable, plus the Invested Amount of any Additional Notes issued as
Series 2001-2 Notes or Notes of such class, as applicable, minus the aggregate
amount of payments in respect of principal distributed to the Noteholders of
such Series or class, as applicable.

         "Aggregate Type II Repurchase Vehicle Value" means, on any date of
determination, the aggregate Type II Repurchase Vehicle Value of all Group V
Type II Repurchase Vehicles as of such date.


                                       4
<PAGE>   8

         "Asset Amount Deficiency" with respect to the Series 2001-2 Notes will
occur if, at any time, the Group V Required Asset Amount exceeds the Group V
Aggregate Asset Amount.

         "Available Draw Amount" means (a) with respect to the payment of
principal on the Series 2001-2 Notes and all other obligations of the Issuer
other than the payment of interest on the Series 2001-2 Notes and servicing fees
(i) on any Distribution Date prior to the Series 2001-2 Termination Date, the
Series 2001-2 Letter of Credit Amount on such day, less the difference, if
positive, between the Minimum Liquidity Amount on such day and the Cash
Liquidity Amount, if any, on such day, and (ii) on the Series 2001-2 Termination
Date, the Series 2001-2 Letter of Credit Amount on such day, and (b) with
respect to the payment of interest on the Series 2001-2 Notes and servicing fees
on any Distribution Date, the Series 2001-2 Letter of Credit Amount on such day.

         "Available Funds Shortfall" means, as of any Distribution Date, the
aggregate amount of any Class A Note Interest Shortfall, Class B Note Interest
Shortfall, Class C Note Interest Shortfall, Class A Principal Shortfall, Class B
Principal Shortfall and Class C Principal Shortfall remaining on such
Distribution Date after application pursuant to Sections 4.4 and 4.5 of this
Supplement of amounts on deposit in the Series 2001-2 Excess Funding Account and
shared Principal Collections with respect to other Series of Notes to pay such
shortfalls.

         "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.

         "Budget Distribution Account" means the account established as the
"Team Distribution Account" pursuant to Section 5.1(b) of the Base Indenture.

         "Budget Interest" means the right to receive all payments in respect of
the Budget Interest Amount.

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

         "Budget Percentage" means on any date of determination, when used with
respect to Group V Collections which are Principal Collections (including
Recoveries), and Losses, an amount equal to one hundred percent minus the sum of
(i) the invested percentages on such date (for all outstanding Group V Series of
Notes and all classes of such Series of Notes) and (ii) without duplication, the
available subordinated amount percentages on such date (for all Group V Series
of Notes that provide for credit enhancement in the form of
overcollateralization), in each case as such percentages are calculated on such
date with respect to Principal Collections, Recoveries or Losses, as applicable.


                                       5
<PAGE>   9

         "Cash Liquidity Amount" means, at any time, the amount of funds, if
any, set aside by the Issuer in the Series 2001-2 Excess Funding Account as all
or a portion of the Minimum Liquidity Amount at such time.

         "Cash Liquidity Amount Deficiency" means, with respect to any Deposit
Date, the difference, if any, between the Cash Liquidity Amount on such date and
the amount then on deposit in the Series 2001-2 Cash Liquidity Account.

         "Casualty Payment" has the meaning specified in Section 6.1 of the
Group V Lease.

         "Class A Carryover Controlled Amortization Amount" means, with respect
to the Class A Notes for any Related Month during the Class A Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation allocable to the Class A Notes for the previous
Related Month plus any amounts drawn under the Letter of Credit (or withdrawn
from the Series 2001-2 Cash Collateral Account, as applicable) or amounts
withdrawn from the Series 2001-2 Excess Funding Account on account of the
related Class A Controlled Distribution Amount was less than the Class A
Controlled Distribution Amount for such previous Related Month; provided,
however, that for the first Related Month in the Class A Controlled Amortization
Period, the Class A Carryover Controlled Amortization Amount shall be zero.

         "Class A Controlled Amortization Amount" means, with respect to any
Related Month during the Class A Controlled Amortization Period, $181,094,000.

         "Class A Controlled Amortization Period" means the period commencing at
the close of business on August 31, 2003 (or, if such day is not a Business Day,
the Business Day last preceding such day) and ending on the earliest to occur of
(i) the commencement of the Series 2001-2 Rapid Amortization Period, (ii) the
date on which the Class A Notes are fully paid, (iii) the Series 2001-2
Termination Date, and (iv) the termination of the Indenture.

         "Class A Controlled Distribution Amount" means, with respect to any
Related Month during the Class A Controlled Amortization Period, an amount equal
to the sum of the Class A Controlled Amortization Amount and any Class A
Carryover Controlled Amortization Amount for such Related Month.

         "Class A Deficiency Amount" has the meaning specified in Section 4.3(c)
of this Supplement.

         "Class A Expected Final Distribution Date" means the November 25, 2003
Distribution Date.

         "Class A Initial Invested Amount" means the aggregate initial principal
amount of the Class A Notes, which is $362,188,000.

         "Class A Invested Amount" means, when used with respect to any date, an
amount equal to (a) the Class A Initial Invested Amount plus (b) the initial
principal amount of any Additional Notes issued as Class A Notes on or prior to
such date, minus (c) the amount of principal payments made to Class A
Noteholders on or prior to such date minus (d) all Losses allocated to


                                       6
<PAGE>   10

the Class A Noteholders plus (e) all Recoveries allocated to the Class A
Noteholders on or prior to such date.

         "Class A Investor Monthly Servicing Fee" means, on any Distribution
Date, 1/12th of 1% of the Class A Invested Amount as of the preceding
Distribution Date (or the Series 2001-2 Issuance Date, in the case of the
initial Distribution Date).

         "Class A Monthly Supplemental Servicing Fee" means, on any Distribution
Date, the product of the Group V Supplemental Servicing Fee accrued on such date
and a fraction, the numerator of which shall be the Class A Invested Amount on
such Distribution Date and the denominator of which is the sum of (x) the
aggregate of the invested amounts for all outstanding Group V Series of Notes on
such Distribution Date plus (y) the Budget Interest (including available
subordinated amounts, if any, for all Group V Series of Notes on such
Distribution Date).

         "Class A Note Interest Shortfall" has the meaning specified in Section
4.4(a) of this Supplement.

         "Class A Note Rate" means, for any Interest Period, a rate per annum
equal to LIBOR for such Interest Period plus 0.49%.

         "Class A Noteholder" means the Person in whose name a Class A Note is
registered in the Note Register.

         "Class A Notes" means any one of the Series 2001-2 Floating Rate Rental
Car Asset Backed Notes, Class A, executed by TFFC and authenticated and
delivered by or on behalf of the Trustee, substantially in the form of Exhibit
A-1, Exhibit A-2 or Exhibit A-3. Definitive Class A Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.18 of the Base Indenture.

         "Class A Prepayment Premium" has the meaning specified in Section
8(a)(i) of this Supplement.

         "Class A Principal Shortfall" has the meaning assigned thereto in
Section 4.5(a)(i) of this Supplement.

         "Class B Carryover Controlled Amortization Amount" means, with respect
to the Class B Notes for any Related Month during the Class B Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation allocable to the Class B Notes for the previous
Related Month plus any amounts drawn under the Letter of Credit (or withdrawn
from the Series 2001-2 Cash Collateral Account, as applicable) or amounts
withdrawn from the Series 2001-2 Excess Funding Account on account of the
related Class B Controlled Distribution Amount was less than the Class B
Controlled Distribution Amount for such previous Related Month; provided,
however, that for the first Related Month in the Class B Controlled Amortization
Period, the Class B Carryover Controlled Amortization Amount shall be zero.


                                       7
<PAGE>   11

         "Class B Controlled Amortization Amount" means, with respect to any
Related Month during the Class B Controlled Amortization Period, $51,062,000.

         "Class B Controlled Amortization Period" means the period commencing as
of the close of business on October 31, 2003 (or, if such day is not a Business
Day, the Business Day last preceding such day) and ending on the earliest to
occur of (i) the commencement of the Series 2001-2 Rapid Amortization Period,
(ii) the date on which the Class B Notes are fully paid, (iii) the Series 2001-2
Termination Date, and (iv) the termination of the Indenture in accordance with
its terms.

         "Class B Controlled Distribution Amount" means, with respect to any
Related Month during the Class B Controlled Amortization Period, an amount equal
to the sum of the Class B Controlled Amortization Amount and any Class B
Carryover Controlled Amortization Amount for such Related Month.

         "Class B Deficiency Amount" has the meaning specified in Section 4.3(d)
of this Supplement.

         "Class B Expected Final Distribution Date" means the December 25, 2003
Distribution Date.

         "Class B Initial Invested Amount" means the aggregate initial principal
amount of the Class B Notes, which is $51,062,000.

         "Class B Invested Amount" means, when used with respect to any date, an
amount equal to (a) the Class B Initial Invested Amount plus (b) the initial
principal amount of any Additional Notes issued as Class B Notes on or prior to
such date, minus (c) the amount of principal payments made to Class B
Noteholders on or prior to such date minus (d) all Losses allocated to the Class
B Noteholders plus (e) all Recoveries allocated to the Class B Noteholders on or
prior to such date.

         "Class B Investor Monthly Servicing Fee" means, on any Distribution
Date, 1/12 of 1% of the Class B Invested Amount as of the preceding Distribution
Date (or the Series 2001-2 Issuance Date, in the case of the initial
Distribution Date).

         "Class B Monthly Supplemental Servicing Fee" means, on any Distribution
Date, the product of the Group V Supplemental Servicing Fee accrued on such date
and a fraction, the numerator of which shall be the Class B Invested Amount on
such Distribution Date and the denominator of which shall be the sum of (x) the
aggregate of the invested amounts for all outstanding Group V Series of Notes on
such Distribution Date plus (y) the Budget Interest (including available
subordinated amounts, if any, for all Group V Series of Notes on such
Distribution Date).

         "Class B Note Interest Shortfall" has the meaning specified in Section
4.4(b) of this Supplement.

         "Class B Note Rate" means, for any Interest Period, a rate per annum
equal to LIBOR for such Interest Period plus 0.94%.


                                       8
<PAGE>   12

         "Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.

         "Class B Notes" means any one of the Series 2001-2 Floating Rate Rental
Car Asset Backed Notes, Class B, executed by TFFC and authenticated and
delivered by or on behalf of the Trustee, substantially in the form of Exhibit
B-1, Exhibit B-2 or Exhibit B-3. Definitive Class B Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.18 of the Base Indenture.

         "Class B Prepayment Premium" has the meaning specified in Section
8(a)(i) of this Supplement.

         "Class B Principal Shortfall" has the meaning assigned thereto in
Section 4.5(b)(i) of this Supplement.

         "Class C Carryover Controlled Amortization Amount" means, with respect
to the Class C Notes for any Related Month during the Class C Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation allocable to the Class C Notes for the previous
Related Month plus any amounts drawn under the Letter of Credit (or withdrawn
from the Series 2001-2 Cash Collateral Account, as applicable) or amounts
withdrawn from the Series 2001-2 Excess Funding Account on account of the
related Class C Controlled Distribution Amount was less than the Class C
Controlled Distribution Amount for such previous Related Month; provided,
however, that for the first Related Month in the Class C Controlled Amortization
Period, the Class C Carryover Controlled Amortization Amount shall be zero.

         "Class C Controlled Amortization Amount" means, with respect to any
Related Month during the Class C Controlled Amortization Period, $61,750,000.

         "Class C Controlled Amortization Period" means the period commencing as
of the close of business on October 31, 2003 (or, if such day is not a Business
Day, the Business Day last preceding such day) and ending on the earliest to
occur of (i) the commencement of the Series 2001-2 Rapid Amortization Period,
(ii) the date on which the Class C Notes are fully paid, (iii) the Series 2001-2
Termination Date, and (iv) the termination of the Indenture in accordance with
its terms.

         "Class C Controlled Distribution Amount" means, with respect to any
Related Month during the Class C Controlled Amortization Period, an amount equal
to the sum of the Class C Controlled Amortization Amount and any Class C
Carryover Controlled Amortization Amount for such Related Month.

         "Class C Deficiency Amount" has the meaning specified in Section 4.3(e)
of this Supplement.

         "Class C Expected Final Distribution Date" means the December 25, 2003
Distribution Date.


                                       9
<PAGE>   13

         "Class C Initial Invested Amount" means the aggregate initial principal
amount of the Class C Notes, which is $61,750,000.

         "Class C Invested Amount" means, when used with respect to any date, an
amount equal to (a) the Class C Initial Invested Amount plus (b) the initial
principal amount of any Additional Notes issued as Class C Notes on or prior to
such date, minus (c) the amount of principal payments made to Class C
Noteholders on or prior to such date minus (d) all Losses allocated to the Class
C Noteholders plus (e) all Recoveries allocated to the Class C Noteholders on or
prior to such date.

         "Class C Investor Monthly Servicing Fee" means, on any Distribution
Date, 1/12 of 1% of the Class C Invested Amount as of the preceding Distribution
Date (or the Series 2001-2 Issuance Date, in the case of the initial
Distribution Date).

         "Class C Monthly Supplemental Servicing Fee" means, on any Distribution
Date, the product of the Group V Supplemental Servicing Fee accrued on such date
and a fraction, the numerator of which shall be the Class C Invested Amount on
such Distribution Date and the denominator of which shall be the sum of (x) the
aggregate of the invested amounts for all outstanding Group V Series of Notes on
such Distribution Date plus (y) the Budget Interest (including available
subordinated amounts, if any, for all Group V Series of Notes on such
Distribution Date).

         "Class C Note Interest Shortfall" has the meaning specified in Section
4.4(c) of this Supplement.

         "Class C Note Rate" means, for any Interest Period, a rate per annum
equal to LIBOR for such Interest Period plus 1.94%.

         "Class C Noteholder" means the Person in whose name a Class C Note is
registered in the Note Register.

         "Class C Notes" means any one of the Series 2001-2 Floating Rate Rental
Car Asset Backed Notes, Class C, executed by TFFC and authenticated and
delivered by or on behalf of the Trustee, substantially in the form of Exhibit
C-1, Exhibit C-2 or Exhibit C-3. Definitive Class C Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.18 of the Base Indenture.

         "Class C Prepayment Premium" has the meaning specified in Section
8(a)(i) of this Supplement.

         "Class C Principal Shortfall" has the meaning assigned thereto in
Section 4.5(c)(i) of this Supplement.

         "Credit Agreement" means, the Amended and Restated Credit Agreement,
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


                                       10
<PAGE>   14

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, and as amended by the
Sixth Amendment to Amended and Restated Credit Agreement, dated as of February
9, 2001 among Budget, as borrower, the lenders named therein, Credit Suisse
First Boston, as co-syndication and administrative agent, as such agreement may
be amended, supplemented, amended and restated or otherwise modified from time
to time in accordance with the terms thereof.

         "Demand Note" means an intercompany demand note made on or after the
Series 2001-2 Issuance Date by Budget in favor of the Issuer and pledged by the
Issuer to the Trustee.

         "Deposit Date" is defined in Section 4.2 of this Supplement.

         "Depreciation Charges" means, for purposes of the Group V Lease (a)
with respect to any Group V Type I Repurchase Vehicle, the scheduled monthly
depreciation charge set forth by the Manufacturer in its Repurchase Program for
such Vehicle with respect to such Vehicle calculated on a daily basis and (b)
with respect to any Group V Type II Repurchase Vehicle, the monthly depreciation
charge set forth in the related Depreciation Schedule; provided, however, that
for purposes of Group V Type II Repurchase Vehicles, Depreciation Charges shall
be a rate that is at least equal to 1.50% per month. If such charge is expressed
as a percentage, the Depreciation Charge for such Vehicle shall be such
percentage multiplied by the Capitalized Cost for such Vehicle calculated on a
daily basis. For any Vehicle not held for a full Related Month in the month of
acquisition or disposition, the Depreciation Charge shall be prorated by
multiplying the applicable Depreciation Charge by a fraction, the numerator of
which is the number of days from the date depreciation commences (in accordance
with the applicable Repurchase Program or Depreciation Schedule) with respect to
such Vehicle to the first day of the next month and the denominator of which is
the number of days in such month. For the month in which a Repurchase Vehicle is
turned back to the applicable Manufacturer, the Depreciation Charge shall be
prorated by multiplying the applicable depreciation amount by a fraction, the
numerator of which is the number of days from the first day of such month to the
Turnback Date for such Vehicle and the denominator of which is the number of
days in such month. In the event a Vehicle is sold to a third party, the
Depreciation Charge shall be prorated by multiplying the applicable Depreciation
Charge by a fraction, the numerator of which is the number of days from the
first day of such month to the date proceeds were received on the sale of such
Vehicle and the denominator of which is the number of days in such month.

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

         "Disposition Date" means, with respect to any Group V Repurchase
Vehicle, (i) if such Group V Repurchase Vehicle was sold at auction or returned
to a Manufacturer for repurchase, pursuant to the applicable Repurchase Program,
the date on which such Group V Repurchase Vehicle is 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 V Repurchase 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),


                                       11
<PAGE>   15

the date on which title to the Group V Repurchase Vehicle is transferred in
connection with such sale.

         "Disposition Losses" means the aggregate of (a) all Losses as defined
in clause (ii), (iii) and (iv) of the definition of "Group V Type II Repurchase
Losses" and (b) all Losses as defined in clauses (i), (ii) and (iv) of the
definition of "Group V Type I Repurchase Losses" with respect to Group V
Vehicles which are Lessor-Owned Vehicles.

         "Disposition Proceeds" means the net proceeds (other than the portion
of the Repurchase Price payable by the related Manufacturer or Guaranteed
Payments) from the sale or disposition of a Vehicle 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 2001-2 Notes, the
25th day of each calendar month or, if such day is not a Business Day, the next
succeeding Business Day, commencing May 25, 2001.

         "Eligible Credit Enhancer" means (a) a commercial bank having total
assets in excess of $500,000,000, (b) a finance company, insurance company or
other financial institution that in the ordinary course of business enters into
transactions of a type similar to that entered into by the Letter of Credit
Provider under the Letter of Credit Reimbursement Agreement and has total assets
in excess of $200,000,000, and with respect to which providing or becoming an
assignee of the obligations of the Letter of Credit Provider would not
constitute a prohibited transaction under Section 4975 of the Code or Section
406 of ERISA and (c) any other financial institution, in each case reasonably
satisfactory to Budget and TFFC having a short-term rating of at least "A-1" or
its equivalent by a Rating Agency; provided, however, that any Person who does
not have either a short-term rating from a Rating Agency shall be deemed to have
the required rating set forth above if such Rating Agency confirms in writing
that such Person, if its short-term debt obligations were rated, would be
assigned such required rating.

         "Eligible Receivable" means a legal, valid and binding receivable (a)
due from any Eligible Repurchase Manufacturer or Eligible Type II Repurchase
Manufacturer or auction dealer under an Eligible Repurchase Program to TFFC or a
creditor of TFFC, (b) in respect of a Group V Repurchase Vehicle purchased by
such Eligible Repurchase Manufacturer or Eligible Type II Repurchase
Manufacturer or sold at an auction pursuant to an Eligible Repurchase Program,
which absent such purchase, 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 by TFFC under the
Group V Lease and (c) the right to payments in respect of which has been
assigned by the payee thereof to the Trustee for the benefit of the Secured
Parties; provided that no amount receivable from an Eligible Repurchase
Manufacturer or Eligible Type II 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 the Repurchase Program Payment Due
Date in respect of such Group V Vehicle.

         "Eligible Repurchase Manufacturer" means each Manufacturer that (a) has
an Eligible Repurchase Program, (b) has been approved as an Eligible Repurchase
Manufacturer by the Rating Agencies or with respect to the addition of which as
an Eligible Repurchase Manufacturer


                                       12
<PAGE>   16

Rating Agency Confirmation has been obtained, (c) if such Manufacturer has an
unsecured long-term debt rating of less than "A-" from Standard & Poor's or "A3"
from Moody's or "A-" from Fitch, has been approved by the Required
Beneficiaries, and (d) has been approved by the Enhancement Provider for the
Series 2001-2 Notes; 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;
and, provided, further, that Vehicles manufactured by each Manufacturer listed
on Schedule 1 hereto may not comprise more than the percentage of the Group V
Aggregate Asset Amount specified on such schedule for such Manufacturer.

         "Eligible Repurchase Program" means, at any time, a Repurchase Program
offered by an Eligible Repurchase Manufacturer or Eligible Type II 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 the Manufacturer) is at least equal to the Capitalized Cost of each Group V
Vehicle, minus all Depreciation Charges accrued with respect to such Group V
Vehicle prior to the date that the Group V Vehicle is submitted for repurchase,
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 V Vehicle after the purchase of that Group
V Vehicle, and (c) the collateral assignment of the benefits of which to the
Trustee has been on or prior to the 30th day after the date hereof acknowledged
in writing by the related Manufacturer pursuant to an Assignment Agreement, and
TFFC (and the Trustee on behalf of TFFC) has been provided on or prior to the
30th day after the date hereof with an officer's certificate or opinion of
counsel reasonably satisfactory to the Trustee and each Rating Agency that TFFC
(and the Trustee on behalf of TFFC) can enforce the applicable Manufacturer's
obligations thereunder; provided, however, that with respect to a Repurchase
Program for any model year beginning with 2002 and thereafter, (i) TFFC shall
have obtained (and delivered to the Trustee) Rating Agency Confirmation with
respect to the acquisition of Group V Vehicles of such model year pursuant to
such Repurchase Program and (ii) in the event there is a major change to a
Repurchase Program during a model year, Rating Agency Confirmation with respect
to the acquisition of Group V Vehicles pursuant to such Repurchase Program.

         "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 Hawaii Vehicle
or a Texas Vehicle, in either case, titled in TFFC's name) free and clear of all
Liens other than Permitted Liens, and (c) with respect to which either (i) the
Trustee is noted as the first lienholder on the Certificate of Title therefor,
(ii) such Certificate of Title has been submitted to the appropriate state
authorities for such notation or (iii) for which the Lessee has commenced the
process to note the lien of the Trustee on such Certificate of Title within the
time period specified in the Group V Lease; 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 V Vehicles to be a perfected first Lien, then in
order for a Group V 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.

         "Eligible Type I Repurchase Vehicle" means an Eligible Repurchase
Vehicle manufactured by an Eligible Repurchase Manufacturer.


                                       13
<PAGE>   17

         "Eligible Type II Repurchase Manufacturer" means each Manufacturer that
has an Eligible Repurchase Program and has been approved as an Eligible Type II
Repurchase Manufacturer by the Rating Agencies or with respect to the addition
of which as an Eligible Type II Repurchase Manufacturer Rating Agency
Confirmation has been obtained; 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 Type II Repurchase
Manufacturer.

         "Eligible Type II Repurchase Vehicle" means an Eligible Repurchase
Vehicle manufactured by an Eligible Type II Repurchase Manufacturer.

         "Eligible Vehicle" means, as of any date of determination, (a) any
Eligible Type I Repurchase Vehicle that is entitled to the benefits of its
applicable Repurchase Program as of such date and (b) any Eligible Type II
Repurchase Vehicle (i) the Type II Repurchase Vehicle Value of which if added to
the Group V Aggregate Type II Repurchase Asset Amount would not cause such Group
V Aggregate Type II Repurchase Asset Amount as of such date to exceed 30% of the
Group V Aggregate Asset Amount as of such date, (ii) the Type II Repurchase
Vehicle Value of which if added to the sum of (x) the aggregate Type II
Repurchase Vehicle Values of all Eligible Type II Repurchase Vehicles
manufactured by the same Manufacturer and leased under the Group V Lease as of
such date plus (y) all Eligible Receivables of such Manufacturer included in the
Group V Aggregate Type II Repurchase Aggregate Asset Amount as of such date,
would not cause such aggregate Type II Repurchase Asset Amount plus such
Eligible Receivables to exceed the Maximum Manufacturer Percentage applicable to
such Manufacturer, if any, of the Group V Aggregate Asset Amount as of such
date, (iii) that is entitled to the benefits of its applicable Repurchase
Program as of such date and (c) any Finance Vehicle, satisfying the conditions
set forth in the preceding clauses (a) or (b), as applicable, and the Net Book
Value of which, if such Finance Vehicle is an Eligible Type I Repurchase
Vehicle, or the Type II Repurchase Vehicle Value of which, if such Finance
Vehicle is an Eligible Type II Repurchase Vehicle, when added to sum of (1) the
aggregate Net Book Values of all Group V Type I Repurchase Vehicles that are
Finance Vehicles as of such date plus (2) the aggregate Type II Repurchase
Vehicle Values of all Group V Type II Repurchase Vehicles that are Finance
Vehicles as of such date plus (3) all Eligible Receivables related to such
Finance Vehicles included in the Group V Aggregate Asset Amount as of such date,
would not cause such sum to exceed the Maximum Finance Vehicle Percentage of the
Group V Aggregate Asset Amount as of such date.

         "Enhancement Percentage" means (for purposes of determining the Group V
Required Asset Amount) on any day, a percentage equal to the sum of (A) 20.75%
times the Group V Type II Repurchase Percentage on such day plus (B) 17.25%
times the Group V Type I Repurchase Percentage on such day.

         "Excess Budget Collections" has the meaning specified in Section 4.3(g)
of this Supplement.

         "Excluded Payments" means the following amounts payable to TFFC
pursuant to the Repurchase Programs: (i) all incentive payments payable to TFFC
to purchase Group V Vehicles under the Repurchase Programs, (ii) all amounts
payable to TFFC as compensation for


                                       14
<PAGE>   18

the preparation by TFFC of newly delivered Group V Vehicles under the Repurchase
Programs and (iii) all amounts payable to TFFC in reimbursement for warranty
work performed by TFFC on the Group V Vehicles under the Repurchase Programs.

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

         "Financed Vehicle" means an Eligible Vehicle that is (a) a Texas
Vehicle or (b) a Hawaii Vehicle.

         "Fitch" means Fitch, Inc.

         "Group V Aggregate Asset Amount" means, for any date of determination,
the sum, rounded to the nearest $100,000, of (i) the Group V Aggregate Type I
Repurchase Asset Amount, (ii) the Group V Aggregate Type II Repurchase Asset
Amount and (iii) cash and Permitted Investments on deposit in the Accounts and
allocable to the Group V Series of Notes.

         "Group V Aggregate Principal Balance" means, as of any date of
determination, an amount equal to the aggregate of the Aggregate Principal
Balances of all Group V Series of Notes.

         "Group V Aggregate Type I Repurchase Asset Amount" means, for any date
of determination, the sum, rounded to the nearest $100,000, of (i) the Net Book
Value of all Group V Type I Repurchase Vehicles that are Eligible Vehicles
leased as of such date under the Group V Lease 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 (with
certain limited exceptions) receivable as of such date from Eligible
Manufacturers under Eligible Repurchase Programs with respect to Group V Type I
Repurchase Vehicles turned in to such Manufacturers pursuant to any such
Repurchase Program or delivered to an authorized auction pursuant to any
Eligible Repurchase Program, other than any such amounts which have become
Losses, plus (iii) all amounts receivable with respect to the disposition of
Group V Type I Repurchase Vehicles as of such date from any other Person with
respect to Group V Type I Repurchase Vehicles including, without limitation,
from the sale of any Group V Repurchase Vehicles other than pursuant to the
related Repurchase Program, other than any such amounts which have been
described in this clause (iii) but have become Losses prior to such date, plus
(iv) with respect to any Group V Type I Repurchase vehicles that have been
turned in to the Manufacturer or otherwise sold, any accrued and unpaid Monthly
Base Rent and Monthly Supplemental Payments under the Group V Lease with respect
to such Group V Type I Repurchase Vehicles (net of amounts set forth in clauses
(ii) and (iii) above), other than any such amounts which have become Losses.

         "Group V Aggregate Type II Repurchase Asset Amount" means, for any date
of determination, the sum, rounded to the nearest $100,000, of (i) the lesser of
(a) the Net Book Value of all Group V Type II Repurchase Vehicles that are
Eligible Vehicles leased as of such date under the Group V Lease and (b) the
Group V Type II Repurchase Fleet Market Value for Group V Vehicles (taking into
account only those Eligible Type II Repurchase Vehicles that are Eligible
Vehicles) as of such date, plus (ii) all amounts receivable as of such date with
respect to any Group V Type II Repurchase Vehicles which have been turned in to
the Manufacturer or otherwise sold or deemed to be sold under the Related
Documents, other than any such amounts which have been described in this clause
(iii) but have become Losses prior to such date, plus (iii) with respect to any
Group V Type II Repurchase Vehicles that have been turned in to the Manufacturer
or


                                       15
<PAGE>   19

otherwise sold, any accrued and unpaid payments of Monthly Base Rent, Monthly
Supplemental Payments and Additional Base Rent under the Group V Lease with
respect to such Group V Type II Repurchase Vehicles (net of amounts set forth in
clause (ii) above), other than any such amounts which have become Losses.

         "Group V Carrying Charges" means, as of any day, (i) the aggregate of
all Trustee fees, servicing fees (other than Group V Supplemental Servicing
Fees) and other fees and expenses and indemnity amounts, if any, payable with
respect to the Group V Series of Notes by the Lessor or the Servicer under the
Indenture or the Related Documents, which have accrued during the Related Month,
plus (ii) without duplication, all amounts payable by the Lessees pursuant to
Section 15 of the Group V Lease which have accrued during the Related Month.

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

         "Group V Collection Account" has the meaning specified in Section 4.1
of this Supplement.

         "Group V Collections" means all Group V Type I Repurchase Collections,
Group V Type II Repurchase Collections and all amounts earned on Permitted
Investments made with funds in the Group V Collection Account allocable to Group
V Collections.

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

         "Group V Lease" means the Master Motor Vehicle Lease Agreement Group V,
dated as of April 18, 2001, among the Issuer, as the Lessor thereunder, certain
subsidiaries, affiliates and non-affiliates of Budget, as the Lessees
thereunder, and Budget, as the Guarantor thereunder, as amended, modified or
supplemented from time to time in accordance with the terms thereof, providing
for the lease of Group V Vehicles.

         "Group V Letter of Credit Amount" means as of any date of
determination, the aggregate amount available to be drawn on such date under
each letter of credit (or available to be withdrawn from the related cash
collateral account) issued by an Eligible Credit Enhancer for the benefit of the
Trustee and providing credit enhancement for the obligations of the Lessees
under the Group V Lease.

         "Group V Repurchase Vehicles" means Group V Type I Repurchase Vehicles
and Group V Type II Repurchase Vehicles.

         "Group V Required Asset Amount" at any time equals the sum of (a) the
Group V Aggregate Principal Balance at such time and (b) an amount equal to the
excess of (i) the aggregate of the minimum credit support amounts for all Group
V Series of Notes at such time over (ii) the Group V Letter of Credit Amount at
such time.

         "Group V Series of Notes" has the meaning set forth in the recitals
hereto.


                                       16
<PAGE>   20
         "Group V Supplemental Servicing Fee" for any period, means the total
Group V Carrying Charges for such period.

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

         "Group V Type I Repurchase Collections" means (i) all payments by or on
behalf of the Lessee Group in respect of Group V Type I Repurchase Vehicles
under the Group V Lease, (ii) all payments by or on behalf of any Manufacturer,
under its Repurchase Program, any incentive program or otherwise in respect of
Group V Type I Repurchase Vehicles and (iii) all payments by or on behalf of any
other person as proceeds from the sale of Group V Type I Repurchase Vehicles or
payment of insurance proceeds, whether such payments are in the form of cash,
checks or wire transfers and whether in respect of principal, interest, purchase
price, fees, expenses or otherwise.

         "Group V Type I Repurchase Losses" means, with respect to any Related
Month, the sum (without duplication) of (i) with respect to Group V Type I
Repurchase Vehicles any payment required to be made by a Manufacturer or auction
dealer under such Manufacturer's Repurchase Program which is not made within 90
days after the applicable Turnback Date, but only to the extent that such 90 day
period expires during such Related Month, (ii) in the event that a Manufacturer
Event of Default occurs with respect to any Manufacturer, all payments that are
required to be made (and have not yet been made) by such Manufacturer to the
Issuer with respect to Group V Type I Repurchase Vehicles that are Lessor-Owned
Vehicles returned to such Manufacturer under such Manufacturer's Repurchase
Program, but only to the extent that the grace or other similar period for the
determination of such Manufacturer Event of Default expires during such Related
Month, (iii) any payment in respect of Monthly Base Rent, Monthly Supplemental
Payments and Termination Payments that becomes due to the Issuer under the Group
V Lease in respect of Group V Type I Repurchase Vehicles that is not paid to the
Issuer prior to the expiration of any grace period provided for in the Group V
Lease for the making of such payment, but only to the extent that such grace
period expires during such Related Month and (iv) the excess, if any, of (a) the
Net Book Values of all Group V Type I Repurchase Vehicles which are Lessor-Owned
Vehicles sold or disposed of during the Related Month (other than pursuant to a
Repurchase Program), calculated on the dates of the respective sales or final
dispositions thereof, over (b) the aggregate amount of Disposition Proceeds
received during the Related Month in respect thereof by the Issuer or the
Trustee (including by deposit into the Group V Collection Account).

         "Group V Type I Repurchase Percentage" means, on any date of
determination, the percentage equivalent of a fraction, the numerator of which
will be the Group V Aggregate Type I Repurchase Asset Amount as of such date and
the denominator of which will be the sum of the Group V Aggregate Asset Amount
as of such date.

         "Group V Type I Repurchase Recoveries" means with respect to any
Related Month the sum (without duplication) of all amounts received by the
Issuer and the Trustee (including by deposit into the Group V Collection
Account) from any Person during such Related Month in respect of amounts that
previously had been treated as Group V Type I Repurchase Losses; provided,
however, that amounts drawn on the Letter of Credit, any other Enhancement for
the


                                       17
<PAGE>   21

Series 2001-2 Notes or the Demand Note will not be deemed to be Group V Type I
Repurchase Recoveries.

         "Group V Type I Repurchase Vehicles" means the Eligible Type I
Repurchase Vehicles leased under the Group V Lease.

         "Group V Type II Repurchase Collections" means (i) all payments by or
on behalf of the Lessee Group in respect of Group V Type II Repurchase Vehicles
under the Group V Lease, (ii) all payments by or on behalf of any Manufacturer,
under its Repurchase Program, any incentive program or otherwise in respect of
Group V Type II Repurchase Vehicles and (iii) all payments by or on behalf of
any person as proceeds from the sale of Group V Type II Repurchase Vehicles or
payment of insurance proceeds, whether such payments are in the form of cash,
checks or wire transfers and whether in respect of principal, interest, purchase
price, fees, expenses or otherwise.

         "Group V Type II Repurchase Fleet Market Value" means, as of any date
of determination, with respect to Group V Type II Repurchase Vehicles, the sum
as of such date of the respective Fair Market Values (determined as if such
Group V Type II Repurchase Vehicles were Non-Repurchase Vehicles) of all such
Group V Type II Repurchase Vehicles.

         "Group V Type II Repurchase Losses" means, with respect to any Related
Month, the sum (without duplication) of (i) any payment in respect of Monthly
Base Rent, Monthly Supplemental Payments, Additional Base Rent and Termination
Payments that becomes due to the Issuer under the Group V Lease in respect of
Group V Type II Repurchase Vehicles that is not paid to the Issuer prior to the
expiration of any grace period provided for in the Group V Lease for the making
of such payment, but only to the extent that such grace period expires during
such Related Month, (ii) the excess, if any, of (x) the Net Book Values of all
Group V Type II Repurchase Vehicles which are Lessor-Owned Vehicles sold or
disposed of during the Related Month, calculated on the dates of the respective
sales or final dispositions thereof, over (y) the aggregate amount of
Disposition Proceeds and Termination Payments received during the Related Month
in respect thereof by the Issuer or the Trustee (including by deposit into the
Group V Collection Account), (iii) with respect to Group V Type II Repurchase
Vehicles any payment required to be made by a Manufacturer or auction dealer
under such Manufacturer's Repurchase Program which is not made within 75 days
after the applicable Turnback Date, but only to the extent that such 75 day
period expires during such Related Month, and (iv) in the event that a
Manufacturer Event of Default occurs with respect to any Manufacturer, all
payments that are required to be made (and have not yet been made) by such
Manufacturer to the Issuer with respect to Group V Type II Repurchase Vehicles
that are Lessor-Owned Vehicles returned to such Manufacturer under such
Manufacturer's Repurchase Program, but only to the extent that the grace or
other similar period for the determination of such Manufacturer Event of Default
expires during such Related Month.

         "Group V Type II Repurchase Percentage" means, on any date of
determination, the percentage equivalent of a fraction, the numerator of which
will be the Group V Aggregate Type II Repurchase Asset Amount as of such date
and the denominator of which will be the sum of the Group V Aggregate Asset
Amount as of such date.


                                       18
<PAGE>   22

         "Group V Type II Repurchase Recoveries" means, with respect to any
Related Month, the sum (without duplication) of all amounts received by the
Issuer and the Trustee (including by deposit into the Group V Collection
Account) from any Person during such Related Month in respect of amounts that
previously had been treated as Group V Type II Repurchase Losses; provided,
however, that amounts drawn on the Letter of Credit, any other credit
enhancement for the Series 2001-2 Notes or the Demand Note will not be deemed to
be Group V Type II Repurchase Recoveries.

         "Group V Type II Repurchase Vehicles" means the Eligible Type II
Repurchase Vehicles leased under the Group V Lease.

         "Group V Vehicles" means the Vehicles leased under the Group V Lease.

         "Hawaii Vehicle" means a Group V Type I Repurchase Vehicle or Group V
Type II Repurchase Vehicle financed by TFFC on or after the Lease Commencement
Date for lease in the State of Hawaii.

         "Insolvency Period" has the meaning specified in Section 4.10(b)
hereof.

         "Insolvency Period Commencement Date" means with respect to any
Insolvency Period, the date on which the related Event of Bankruptcy shall have
occurred (without giving effect to any grace period set forth in the definition
of "Event of Bankruptcy" set forth in the Base Indenture).

         "Interest Collections" means on any date of determination the aggregate
amount of Group V Collections in the Group V Collection Account which represent
(i) Monthly Variable Rent, Monthly Finance Rent or Monthly Supplemental Rent
accrued under the Group V Lease, or (ii) any amounts earned on Permitted
Investments in the Group V Collection Account which constitute Group V
Collateral or in the Series 2001-2 Collection Account which, in the case of
clause (ii), are available for distribution on such date.

         "Interest Rate Cap Provider" means Westdeutsche Landesbank Girozentrale
and any other provider of an Interest Rate Cap from time to time.

         "Interest Rate Cap" means the interest rate caps, dated as of April 18,
2001, entered into between the Issuer and an Interest Rate Cap Provider, as the
same may be amended, modified or replaced from time to time.

         "Lease Commencement Date" has the meaning specified in Section 3.3 of
the Group V Lease.

         "Lease Event of Default" has the meaning specified in Section 17.1 of
the Group V Lease.

         "Lease Expiration Date" has the meaning specified in Section 3.3 of the
Group V Lease.

         "Lessee Agreements" has the meaning specified in Section 2 of the Group
V Lease.


                                       19
<PAGE>   23

         "Lessor-Owned Vehicle" means a Vehicle that is (a) owned by TFFC and
(b) leased under the Operating Lease.

         "Letter of Credit" means the irrevocable letter of credit issued by the
Letter of Credit Provider pursuant to the Letter of Credit Reimbursement
Agreement for the benefit of the Trustee to provide support for the Lessees'
payment obligations under the Group V Lease and for the obligations of Budget
under the Demand Note.

         "Letter of Credit Provider" means Credit Suisse First Boston and any
permitted successors or assigns.

         "Letter of Credit Reimbursement Agreement" means the Enhancement Letter
of Credit Application and Agreement, dated as of April 18, 2001, among the
Lessees under the Group V Lease, TFFC, Budget, as guarantor, and the Letter of
Credit Provider, as such agreement may be amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with the terms
thereof.

         "Letter of Credit Reimbursement Obligations" means any and all
obligations of the parties to the Letter of Credit Reimbursement Agreement to
reimburse the Letter of Credit Provider for credit disbursements under the
Letter of Credit.

         "LIBOR" means the rate for each Interest Period determined by the
Trustee as follows:

         (a)      On the second London Banking Day prior to each Interest Period
(a "LIBOR Determination Date"), until the Series 2001-2 Invested Amount is paid
in full, the Trustee will determine the London interbank offered rate for U.S.
dollar deposits for one month that appears on Telerate Page 3750 as it relates
to U.S. dollars as of 11:00 a.m., London time, on such LIBOR Determination Date.
"Telerate Page 3750" will have the meaning set forth in the International Swaps
and Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange
Definitions. For purposes of calculating "LIBOR," "London Banking Day" means any
business day on which dealings in deposits in United States dollars are
transacted in the London interbank market.

         (b)      If, on any LIBOR Determination Date, such rate does not appear
on Telerate Page 3750, the Trustee will request the principal London offices of
each of four major banks in the London interbank market selected by the Trustee
to provide the Trustee with offered quotations for deposits in U.S. dollars for
a period of one month, commencing on the first day of such Interest Period, to
prime banks in the London interbank market at approximately 11:00 a.m., London
time, on such LIBOR Determination Date and in a principal amount equal to an
amount of not less than $250,000 that is representative of a single transaction
in such market at such time. If at least two such quotations are provided,
"LIBOR" for such Interest Period will be the arithmetic mean of such quotations
(rounded upwards to the nearest one one-hundredth of one percent (1/100%) If
fewer than two such quotations are provided, "LIBOR" for such Interest Period
will be the arithmetic mean of rates quoted by three major banks in The City of
New York selected by the Trustee at approximately 11:00 a.m., New York City
time, on such LIBOR Determination Date for loans in U.S. dollars to leading
European banks, for a period of one month, commencing on the first day of such
Interest Period, and in a principal amount equal to an amount of not less than
$250,000 that is representative of a single transaction in such market


                                       20
<PAGE>   24

at such time; provided, however, that, if the banks selected as aforesaid by
such Trustee are not quoting rates as mentioned in this sentence, "LIBOR" for
such Interest Period will be the same as "LIBOR" for the immediately preceding
Interest Period.

         "Liquidity Event" means any of the following: (i) a failure by Budget
to make a payment under the Demand Note, (ii) a failure by Budget or a Lessee to
make a payment under the Group V Lease or (iii) an Event of Bankruptcy occurs
with respect to Budget or any Substantial Lessee.

         "Liquidity Event Reallocated Amount" means with respect to any
Insolvency Period or after the occurrence of another Liquidity Event, the
difference between (a) the Minimum Liquidity Amount as of the related Insolvency
Period Commencement Date or the date on which such other Liquidity Event occurs,
as the case may be, and (b) the sum of (1) the Series 2001-2 Letter of Credit
Amount as of the related Insolvency Period Commencement Date or the date on
which such other Liquidity Event occurs, and (2) the amount on deposit in the
Series 2001-2 Cash Collateral Account as of the related Insolvency Period
Commencement Date or the date on which such other Liquidity Event occurs;
provided, however, that at no time may the Liquidity Event Reallocated Amount be
less than zero.

         "Losses" with respect to the Group V Series of Notes means, on any date
of determination, the sum of all Group V Type II Repurchase Losses and Group V
Type I Repurchase Losses.

         "Majority Group V Noteholders" has the meaning specified in Section 3.2
of the Group V Lease.

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

         "Market Value Adjustment Percentage" means, with respect to Group V
Type II Repurchase Vehicles, as of any Determination Date following the Series
2001-2 Issuance Date, the lower of (i) the lowest Measurement Month Average with
respect to Group V Type II Repurchase Vehicles of any full Measurement Month
within the preceding 12 calendar months and (ii) a fraction expressed as a
percentage, the numerator of which equals the average of the aggregate Fair
Market Value (calculated as if such Group V Type II Repurchase Vehicles were
Non-Repurchase Vehicles) of Group V Type II Repurchase Vehicles leased under the
Master Lease calculated as of the last day of the Related Month and as of the
last day of the two Related Months precedent thereto and the denominator of
which equals the average of the aggregate Net Book Values of such Group V Type
II Repurchase Vehicles calculated as of each such date.

         "Master Lease Advance" has the meaning specified in Section 2.1 of the
Group V Lease.

         "Maximum Finance Vehicle Percentage" means, with respect to Group V
Vehicles and Eligible Receivables related thereto, fifteen percent (15%) or such
higher percentage upon confirmation from Fitch that such lower percentage will
not result in a downgrade or withdrawal of its then current ratings of the
Notes.


                                       21
<PAGE>   25

         "Maximum Lease Commitment" means, on any date of determination, the sum
of (i) the Group V Invested Amount, plus (ii) the aggregate of the available
subordinated amounts on such date for all Group V Series of Notes, plus (iii)
the aggregate Net Book Values of all Group V Type I Repurchase Vehicles that are
Eligible Vehicles leased under the Group V Lease as of such date which were
acquired, financed, or refinanced with funds other than proceeds of any Group V
Series of Notes or the available subordinated amounts for any Group V Series of
Notes, plus (iv) the aggregate Type II Repurchase Vehicle Values of all Group V
Type II Repurchase Vehicles that are Eligible Vehicles leased under the Group V
Lease as of such date which were acquired, financed, or refinanced with funds
other than proceeds of any Group V Series of Notes or the available subordinated
amounts for any Group V Series of Notes, plus (v) any amounts held in the Budget
Distribution Account that TFFC commits on or prior to such date to invest in new
Group V Vehicles (as evidenced by an Officers' Certificate of TFFC) in
accordance with the terms of the Group V Lease and the Indenture.

         "Maximum Manufacturer Percentage" means, with respect to any Eligible
Repurchase Manufacturer or Eligible Type II Repurchase Manufacturer, the
percentage amount, if any, set forth in Schedule 1 to this Supplement specified
for each Eligible Repurchase Manufacturer or Eligible Type II Repurchase
Manufacturer with respect to Group V Type I Repurchase Vehicles, Group V Type II
Repurchase Vehicles and Eligible Receivables from such Manufacturers, as
applicable, which percentage amount represents the maximum percentage of Group V
Type I Repurchase Vehicles and Group Type II Repurchase Vehicles which are
Eligible Vehicles permitted under the Group V Lease to be Group V Type I
Repurchase Vehicles or Group V Type II Repurchase Vehicles, as the case may be,
manufactured by such Manufacturer; provided that such percentages may be changed
from time to time solely upon the receipt by the Issuer of confirmation from
Moody's that such change will not result in the downgrade or withdrawal of any
of its then current ratings of the Notes.

         "Maximum Type II Repurchase Vehicle Percentage" means, with respect to
the Series 2001-2 Notes, 30%.

         "Measurement Month" with respect to any date, means (i) with respect to
Group V Type II Repurchase Vehicles each calendar month, or the smallest number
of consecutive calendar months, preceding such date in which (a) at least 250
Group V Type II Repurchase Vehicles were sold (whether at auction, in connection
with Repurchase Programs, or through other channels at market prices) and (b) at
least one-twelfth of the aggregate Net Book Value of the Group V Type II
Repurchase Vehicles as of the last day of such calendar month or consecutive
calendar months were sold (whether at auction, in connection with Repurchase
Programs, or through other channels at market prices); provided, however, that
no calendar month included in a Measurement Month for Group V Type II Repurchase
Vehicles shall be included in any other Measurement Month for such Group V Type
II Repurchase Vehicles.

         "Measurement Month Average" means, in the case of Group V Type II
Repurchase Vehicles, with respect to any Measurement Month, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds in respect of all Group V Type II Repurchase Vehicles sold
(whether at auction, in connection with Repurchase Programs, or otherwise)
during such Measurement Month and the denominator of which is the aggregate Net
Book Value of such Vehicles on the dates of their respective sales.


                                       22
<PAGE>   26

         "Minimum Liquidity Amount" means, (a) as of any date of determination
prior to the Series 2001-2 Termination Date, an amount equal to 6.25% of the
Series 2001-2 Invested Amount as of such date and (b) on the Series 2001-2
Termination Date, zero.

         "Minimum Type I Repurchase Credit Support Amount" means, with respect
to the Series 2001-2 Notes on any day, the product of (x) the Series 2001-2
Minimum Type I Repurchase Credit Support Percentage times (y) a dollar amount
equal to the product of (1) the Aggregate Principal Balance of the Series 2001-2
Notes as of such date, minus the aggregate amount of cash and Permitted
Investments in the Series 2001-2 Collection Account on such date and (2) the
Group V Type I Repurchase Percentage as of such date.

         "Minimum Type II Repurchase Credit Support Amount" means, with respect
to the Series 2001-2 Notes on any day, the product of (x) the Series 2001-2
Minimum Type II Repurchase Credit Support Percentage and (y) a dollar amount
equal to the product of (1) the Aggregate Principal Balance of the Series 2001-2
Notes as of such date, minus the aggregate amount of cash and Permitted
Investments in the Series 2001-2 Collection Account on such date and (2) the
Group V Type II Repurchase Percentage as of such date.

         "Monthly Base Rent" has the meaning set forth in Section 9 of Annex A
and Section 6 of Annex B to the Group V Lease.

         "Monthly Finance Rent" has the meaning set forth in Section 6 of Annex
B to the Group V Lease.

         "Monthly Principal Allocation" has the meaning specified in Section
4.5(a) of this Supplement.

         "Monthly Supplemental Payment" has the meaning set forth in Section 6
of Annex B to the Group V Lease.

         "Monthly Supplemental Rent" with respect to the Group V Lease, has the
meaning specified in Section 4.3 of the Group V Lease.

         "Monthly Total Principal Allocation" means the sum of all Series 2001-2
Principal Allocations with respect to a Related Month.

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

         "Net Disposition Losses" has the meaning set forth in Section 4.12 of
this Supplement.

         "Officer's Certificate" means, with respect to the Series 2001-2 Notes,
a certificate signed by one or more Authorized Officer's of TFFC, Budget or a
Lessee, as the case may be/

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

         "Overcollateralization Portion" means, as of any date of determination,
an amount equal to the sum of the amounts determined pursuant to clauses (a) and
(b) of the definition of Series


                                       23
<PAGE>   27

2001-2 Minimum Credit Support Amount minus the Series 2001-2 Letter of Credit
Amount as of such date.

         "Permanent Global Class A Note" has the meaning specified in Section
7.1(b) of this Supplement.

         "Permanent Global Class B Note" has the meaning specified in Section
7.2(b) of this Supplement.

         "Permanent Global Class C Note" has the meaning specified in Section
7.3(b) of this Supplement.

         "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+, from Moody's of P-1, and from Fitch of at least F-1+, in the case of
certificates of deposit or short-term deposits, or a rating from Standard &
Poor's of at least AAA, from Moody's of at least Aaal and from Fitch of at least
AAA, in the case of long-term unsecured debt obligations; (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+, from Moody's of at
least P-1 and from Fitch of at least F-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
by Standard & Poor's or otherwise approved in writing by Standard & Poor's and
Aaa from Moody's and a comparable rating from Fitch or for which Moody's shall
have confirmed in writing that such investment shall not adversely affect any
ratings with respect to any Group V Series of Notes; (vii) Eurodollar time
deposits having a credit rating from Standard & Poor's of A-1+, from Moody's of
P-1 and from Fitch of at least F-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, of P-1 by
Moody's and at least F-1+ by Fitch or for which Moody's shall have confirmed in
writing that such investment shall not adversely affect any ratings with respect
to any Group V Series of Notes or otherwise is approved as to collateralization
by the Rating Agencies; and (ix) any other instruments or securities, if 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 V
Series of Notes.

         "Permitted Liens" has the meaning set forth in Section 30.3 of the
Group V Lease.


                                       24
<PAGE>   28

         "Permitted Principal Draw Amount" means, with respect to any date
during an Insolvency Period or after occurrence of another Liquidity Event, the
excess, if any of (i) the Available Draw Amount (with respect to the payment of
principal on the Series 2001-2 Notes and all other obligations of the Issuer
other than payment of Interest on the Series 2001-2 Notes and servicing fees) as
of the related Insolvency Period Commencement Date or the date of such other
Liquidity Event, as the case may be, over (ii) the sum of (x) Accumulated
Principal Draw Amount as of such date during the Insolvency Period or after
occurrence of such other Liquidity Event plus (y) the sum of amounts paid to
Noteholders on account of interest pursuant to Sections 4.4(a)(c)(x),
4.4(b)(c)(x) and 4.4(c)(c)(x).

         "Purchase Agreement" means that certain Purchase Agreement, dated as of
April 18, 2001, among Deutsche Banc Alex. Brown, Budget and TFFC.

         "Rating Agencies" means, with respect to the Series 2001-2 Notes,
Standard & Poor's, Moody's and Fitch.

         "Rating Agency Confirmation" means written confirmation by each Rating
Agency that the proposed action, amendment, waiver or modification will not
result in a downgrading or withdrawal of the then current rating on the Series
2001-2 Notes (or any class thereof).

         "Recoveries" with respect to the Group V Series of Notes, means, on any
date of determination, the sum of all Group V Type I Repurchase Recoveries and
Group V Type II Repurchase Recoveries.

         "Refinanced Vehicles" has the meaning specified in Section 2.1 of the
Group V Lease.

         "Refinancing Schedule" has the meaning specified in Section 2.1 of the
Group V Lease.

         "Related Documents" means, with respect to the Series 2001-2 Notes, the
Indenture, the Series 2001-2 Notes, the Assignment Agreements, the Group V Lease
and the Letter of Credit Reimbursement Agreement.

         "Rent" with respect to: (a) Lessor-Owned Vehicles has the meaning
specified in Paragraph 9(a) of Annex A to the Group V Lease and (b) Financed
Vehicles has the meaning specified in Paragraph 6(a) of Annex B to the Group V
Lease.

         "Repurchase Price Interest" has the meaning specified in Section 11.4
of the Group V Lease.

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

         "Required Letter of Credit Amount" means, (a) with respect to any date
of determination prior to the full investment of proceeds from the offering of
the Series 2001-2 Notes in Group V Collateral other than cash, the greatest of
(i) the Series 2001-2 Minimum Credit Support Amount less the Series 2001-2
Available Subordinated Amount on such date of determination, (ii) the


                                       25
<PAGE>   29

Minimum Liquidity Amount less the Cash Liquidity Amount, on such date of
determination and (iii) 15% (or a lower percentage upon confirmation from
Moody's that such lower percentage will not result in the reduction or
withdrawal of its then current rating on the Series 2001-2 Notes) of the sum of
the Group V Aggregate Type I Repurchase Asset Amount and the Group V Aggregate
Type II Repurchase Asset Amount, and (b) with respect to any date of
determination on or after the full investment of proceeds from the offering of
the Series 2001-2 Notes in Group V Collateral other than cash, the greatest of
(i) the Series 2001-Minimum Credit Support Amount less the Series 2001-2
Available Subordinated Amount on such date of determination, (ii) the Minimum
Liquidity Amount less the Cash Liquidity Amount on such date of determination,
and (iii) 15% (or a lower percentage upon confirmation from Moody's that such
lower percentage will not result in the reduction or withdrawal of its then
current rating on the Series 2001-2 Notes) of the Series 2001-2 Invested Amount.

         "Required Beneficiaries" means, with respect to the Group V Series of
Notes, Noteholders holding in excess of 50% of the aggregate Invested Amount of
all outstanding Group V Series of Notes, excluding, for purposes such
calculation, any such Notes (or beneficial interests therein) held by Budget or
any Affiliate thereof.

         "Required Noteholders" means Noteholders holding in excess of 50% of
the Aggregate Invested Amount of all outstanding Series 2001-2 Notes (excluding,
for the purposes of making the foregoing calculation, any Notes held by Budget
or any Affiliate of Budget).

         "Restricted Global Class A Note" has the meaning specified in Section
7.1(a) of this Supplement.

         "Restricted Global Class B Note" has the meaning specified in Section
7.2(a) of this Supplement.

         "Restricted Global Class C Note" has the meaning specified in Section
7.3(a) of this Supplement.

         "Secured Parties" has the meaning specified in Section 3.1(a) of this
Supplement.

         "Series 2001-2 Accrued Interest Account" has the meaning specified in
Section 4.1 of this Supplement.

         "Series 2001-2 Available Subordinated Amount" means for any date of
determination, the excess of (a) the sum of (i) the Series 2001-2 Available
Subordinated Amount for the preceding Determination Date, (ii) the Series 2001-2
Available Subordinated Amount Incremental Recoveries for the Related Month and
(iii) any other additional amounts contributed by the Issuer to the Series
2001-2 Excess Funding Account or otherwise for allocation to the Series 2001-2
Available Subordinated Amount since the preceding Determination Date (or, in the
case of the first Determination Date, since the Series 2001-2 Issuance Date)
over (b) the sum of (i) the Series 2001-2 Available Subordinated Amount
Incremental Losses for the Related Month and (ii) any amounts withdrawn from the
Series 2001-2 Excess Funding Account and allocated to the Budget Distribution
Account; provided, however, that the Series 2001-2


                                       26
<PAGE>   30

Available Subordinated Amount for the period from the Series 2001-2 Issuance
Date to the first Determination Date shall be $0.

         "Series 2001-2 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 reduce the Series 2001-2 Available
Subordinated Amount.

         "Series 2001-2 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 reinstate the Series
2001-2 Available Subordinated Amount.

         "Series 2001-2 Available Subordinated Amount Maximum Increase" means
1.1% of the sum of (x) the initial Series 2001-2 Invested Amount and (y) the
initial principal amount of any Additional Notes; provided, however, if (i) a
Series 2001-2 Credit Support Deficiency arises out of any Losses and (ii) each
Rating Agency shall have notified TFFC, Budget and the Trustee in writing that
after the cure of such Series 2001-2 Credit Support Deficiency is provided for,
the Class A Notes, the Class B Notes and the Class C Notes will each receive the
same rating from such Rating Agency as they received prior to the occurrence of
such Series 2001-2 Credit Support Deficiency, then the Series 2001-2 Available
Subordinated Amount Maximum Increase shall not be limited in amount.

         "Series 2001-2 Cap Allocation" means, with respect to any Determination
Date, the product of (a) any amounts deposited in the Group V Collection Account
under the Interest Rate Cap with respect to the then current Series 2001-2
Interest Period and (b) a fraction (i) the numerator of which is the Aggregate
Principal Balance of the Series 2001-2 Notes as of the close of the previous
Distribution Date and (ii) the denominator of which is the sum of (x) the
Aggregate Principal Balance of the Series 2001-2 Notes on the Series 2001-2
Issuance Date and (y) the Aggregate Principal Balance of any Additional Notes on
the date of issuance thereof.

         "Series 2001-2 Cash Collateral Account" means the special deposit
account established by the Trustee pursuant to Section 4.13 hereof for the
purpose of depositing amounts drawn under the Letter of Credit.

         "Series 2001-2 Cash Liquidity Account" has the meaning specified in
Section 4.1(a) of this Supplement.

         "Series 2001-2 Collateral" means the Group V Collateral and, in
addition, (i) the Series 2001-2 Distribution Account Collateral, the Series
2001-2 Cash Collateral Account, if established, and all funds, certificates and
instruments on deposit therein, and investments, if any, made with moneys
therein, (ii) the Letter of Credit, (iii) the Demand Note and (iv) the Interest
Rate Cap.

         "Series 2001-2 Collection Account" is defined in Section 4.1 of this
Supplement.

         "Series 2001-2 Controlled Amortization Period" means the Class A
Controlled Amortization Period, the Class B Controlled Amortization Period or
the Class C Controlled Amortization Period or all of such periods, as the
context requires.


                                       27
<PAGE>   31

         "Series 2001-2 Credit Support Amount" means, for any date of
determination, the sum of the Series 2001-2 Available Subordinated Amount and
the Series 2001-2 Letter of Credit Amount.

         "Series 2001-2 Credit Support Deficiency" means, with respect to any
date of determination, the amount, if any, by which the Series 2001-2 Minimum
Credit Support Amount exceeds the Series 2001-2 Credit Support Amount.

         "Series 2001-2 Disposition Losses" means, as of any Determination Date,
the Series 2001-2 Invested Percentage (for allocations with respect to Losses)
of Net Disposition Losses that have occurred during the Related Month.

         "Series 2001-2 Distribution Account" has the meaning specified in
Section 4.8 of this Supplement.

         "Series 2001-2 Distribution Account Collateral" has the meaning
specified in Section 4.8(d) of this Supplement.

         "Series 2001-2 Excess Funding Account" is defined in Section 4.1 of
this Supplement.

         "Series 2001-2 Interest Allocation" has the meaning specified in
Section 4.2(a)(s)(i) of this Supplement.

         "Series 2001-2 Interest Collections" means on any date of determination
the sum of (a) the Series 2001-2 Invested Percentage (as of such date) of the
aggregate amount of Interest Collections on such date and (b) amounts earned on
Permitted Investments in the Series 2001-2 Collection Account, which, in the
case of clauses (a)(ii) and (b) above, are available for distribution on such
date.

         "Series 2001-2 Interest Period" means a period commencing on a
Distribution Date and ending on the day preceding the next succeeding
Distribution Date; provided, however, that the initial Series 2001-2 Interest
Period shall commence on the Series 2001-2 Issuance Date and end on the day
preceding the next Distribution Date.

         "Series 2001-2 Invested Amount" means, on any date of determination,
the sum of the Class A Invested Amount, the Class B Invested Amount and the
Class C Invested Amount.

         "Series 2001-2 Invested Percentage" means, on any date of
determination:

                  (i)      when used with respect to Principal Collections
         during the Series 2001-2 Revolving Period and when used with respect to
         Losses, Recoveries 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 2001-2 Invested Amount and (y) the
         Series 2001-2 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 2001-2 Closing Date, and the
         denominator of which shall be the greater of (A) the Group V 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 2001-2
         Closing Date, and (B) as of


                                       28
<PAGE>   32

         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 V Series of Notes and all classes
         of such Series of Notes) and (ii) without duplication, available
         subordinated amount percentages for allocations with respect to
         Principal Collections (for all Group V Series of Notes that provide for
         credit enhancement in the form of overcollateralization);

                  (ii)     when used with respect to Principal Collections
         during the Series 2001-2 Controlled Amortization Period and the Series
         2001-2 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 2001-2 Invested Amount and (y) the Series 2001-2
         Available Subordinated Amount, in each case as of the end of the Series
         2001-2 Revolving Period, and the denominator of which shall be the
         greater of (A) the Group V 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 V Series of Notes and all classes of such Series of Notes)
         and (ii) without duplication, available subordinated amount percentages
         for allocations with respect to Principal Collections (for all Group V
         Series of Notes that provide for credit enhancement in the form of
         overcollateralization); and

                  (iii)    when used with respect to Interest Collections, the
         percentage equivalent of a fraction the numerator of which shall be the
         Accrued Amounts with respect to the Series 2001-2 Notes on such date of
         determination and the denominator of which shall be the aggregate
         Accrued Amounts with respect to all the Group V Series of Notes on such
         date of determination.

         "Series 2001-2 Investor Monthly Servicing Fee" means, on any
Distribution Date, 1/12th of 1% of the Series 2001-2 Invested Amount as of the
preceding Distribution Date (or the Series 2001-2 Issuance Date, in the case of
the first Distribution Date).

         "Series 2001-2 Issuance Date" means April 18, 2001.

         "Series 2001-2 Lease Payment Deficit" means, on any Distribution Date,
an amount equal to the excess, if any, of (a) the aggregate amount of Principal
Collections and Interest Collections relating to payments under the Group V
Lease that would have been allocated with respect to the Related Month in
respect of the Series 2001-2 Notes if all payments required to be made by the
Lessee Group under the Group V Lease with respect to the Related Month were paid
in full, over (b) the aggregate amount of Principal Collections and Interest
Collections relating to payments under the Group V Lease with respect to the
Related Month which were actually allocated in respect of the Series 2001-2
Notes.

         "Series 2001-2 Letter of Credit Amount" means, as of any date, the
amount (a) available to be drawn on such date under the Letter of Credit, as
specified therein, or (b) if the Series 2001-2 Cash Collateral Account has been
established and funded, the amount on deposit in the Series 2001-2 Cash
Collateral Account on such date.


                                       29
<PAGE>   33

         "Series 2001-2 Letter of Credit Expiration Date" means June 18, 2003
(or if such date is not a Business Day (as defined in the Credit Agreement), the
immediately preceding Business Day).

         "Series 2001-2 Limited Liquidation Event of Default" means, so long as
such event or condition continues, any event or condition of the type specified
in Section 6(a) of this Supplement that continues for thirty (30) days (without
double counting the one (1) Business Day cure period provided for in said
Section 6(a); provided, however, that such event or condition shall not
constitute a Series 2001-2 Limited Liquidation Event of Default if (i) within
such thirty (30) day period, TFFC shall have contributed a portion of the Budget
Interest to the Series 2001-2 Available Subordinated Amount sufficient to cure
the Series 2001-2 Credit Support Deficiency and (ii) the Rating Agencies shall
have notified TFFC, Budget and the Trustee in writing that after such cure of
such Series 2001-2 Credit Support Deficiency is provided for, the Class A Notes,
the Class B Notes and the Class C Notes will each receive the same rating from
the Rating Agencies as they received prior to the occurrence of such Series
2001-2 Credit Support-Deficiency.

         "Series 2001-2 Minimum Credit Support Amount" means, as of any date,
the sum of (a) the Minimum Type II Repurchase Credit Support Amount on such date
plus (b) the Minimum Type I Repurchase Credit Support Amount on such date plus
(c) the Additional Overcollateralization Amount on such date.

         "Series 2001-2 Minimum Type I Repurchase Credit Support Percentage"
means, with respect to any date of determination, the greater of (a) an amount
equal to (i) 41.00% minus (ii) the percentage equivalent of a fraction, the
numerator of which shall be the sum of the Class B Invested Amount and the Class
C Invested Amount as of such date and the denominator of which shall be the
Series 2001-2 Invested Amount as of such date, and (b) 17.25%.

         "Series 2001-2 Minimum Type II Repurchase Credit Support Percentage"
means, with respect to any date of determination, the greatest of (a) an amount
equal to (i) 44.50% minus (ii) the percentage equivalent of a fraction, the
numerator of which shall be the sum of the Class B Invested Amount and the Class
C Invested Amount as of such date and the denominator of which shall be the
Series 2001-2 Invested Amount as of such date, (b) an amount equal to (i) 100%
minus (ii) an amount equal to (x) the Market Value Adjustment Percentage as of
the most recent Determination Date minus (y) 44.50% minus (iii) the percentage
equivalent of a fraction, the numerator of which shall be the sum of the Class B
Invested Amount and the Class C Invested Amount as of such date and the
denominator of which shall be the Series 2001-2 Invested Amount as of such date,
and (c) 20.75%.

         "Series 2001-2 Monthly Supplemental Servicing Fee" means, on any
Distribution Date, the product of the Group V Supplemental Servicing Fee accrued
on such date and a fraction, the numerator of which shall be the Series 2001-2
Invested Amount on such Distribution Date and the denominator of which is the
sum of (x) the aggregate of the invested amounts for all outstanding Group V
Series of Notes on such Distribution Date plus (y) the Budget Interest
(including available subordinated amounts, if any, for all Group V Series of
Notes on such Distribution Date).


                                       30
<PAGE>   34

         "Series 2001-2 Note Prepayment Premium" has the meaning specified in
paragraph (a) of Article 8.

         "Series 2001-2 Noteholders" means the Class A Noteholders, the Class B
Noteholders and the Class C Noteholders.

         "Series 2001-2 Principal Allocation" has the meaning specified in
Section 4.2(a)(s)(ii) of this Supplement.

         "Series 2001-2 Rapid Amortization Period" means the period beginning at
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
2001-2 Notes and ending upon the earliest to occur of (i) the date on which the
Series 2001-2 Notes are fully paid, (ii) the Series 2001-2 Termination Date and
(iii) the termination of the Indenture in accordance with its terms.

         "Series 2001-2 Revolving Period" means the period from and including
the Series 2001-2 Issuance Date to the earlier of (i) the scheduled commencement
of the Class A Controlled Amortization Period and (ii) the commencement of the
Series 2001-2 Rapid Amortization Period.

         "Series 2001-2 Termination Date" means the December 25, 2004
Distribution Date.

         "Subordinated Debt" has the meaning specified in Section 24.5 of the
Group V Lease.

         "Substantial Lessee" means any Lessee who, at the time of
determination, is leasing in excess of 60% of the aggregate Net Book Value of
Group V Vehicles then subject to the Group V Lease.

         "Temporary Global Class A Note" has the meaning specified in Section
7.1(b) of this Supplement.

         "Temporary Global Class B Note" has the meaning specified in Section
7.2(b) of this Supplement.

         "Temporary Global Class C Note" has the meaning specified in Section
7.3(b) of this Supplement.

         "Term" has the meaning specified in Section 3.3 of the Group V Lease.

         "Termination Payment" has the meaning specified in Section 11.3 of the
Group V Lease.

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

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


                                       31
<PAGE>   35

         "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 V TFFC Agreements.

         "Turnback Date" means, with respect to any Group V Repurchase Vehicle,
the date on which such Group V 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.

         "Type II Repurchase Vehicle Value" means, with respect to any Group V
Type II Repurchase Vehicle, the lesser of (a) the Net Book Value of such Group V
Type II Repurchase Vehicle and (b) the Fair Market Value of such Group V Type II
Repurchase Vehicle (calculated as if such Group V Type II Repurchase Vehicle
were a Non-Repurchase Vehicle (as defined in the Base Indenture)).

         "Vehicle" means a passenger automobile, van, light-duty truck or other
type of vehicle approved by each Rating Agency and the Letter of Credit Provider
purchased or financed by TFFC and leased to a Lessee pursuant to the Group V
Lease.

                                   ARTICLE 3

                          SECURITY; REPORTS; COVENANTS

Section 3.1 Grant of Security Interest. (a) To secure the Group V Series of
Notes, TFFC hereby reaffirms its pledge of, and pledges, assigns, conveys,
delivers, transfers and sets over to the Trustee, for the benefit of the Group V
Noteholders and the holder of the Budget Interest (the Group V 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, other than with respect to clause (v) below, being referred to
as the "Group V Collateral"):

                  (i)      the rights of TFFC under the Group V Lease (including
         rights against any guarantor of obligations of the Lessees thereunder)
         and any other agreements relating to the Group V Vehicles to which TFFC
         is a party other than the Repurchase Programs (collectively, the "Group
         V 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 V TFFC Agreements, whether payable as rent,
         guaranty payments, fees, expenses, costs, indemnities, insurance
         recoveries, damages for the breach of any of the Group V 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 V TFFC Agreements (whether arising pursuant to the terms of such
         Group V TFFC Agreements or otherwise available to TFFC at law or in
         equity), including the right to enforce any of the Group V TFFC
         Agreements as provided in the Indenture and to give or withhold any and
         all consents, requests, notices, directions, approvals, extensions or


                                       32
<PAGE>   36

         waivers under or with respect to the Group V TFFC Agreements or the
         obligations of any party thereunder;

                  (ii)     (a)      all Group V Repurchase Vehicles owned by
         TFFC or the Lessees as of the Series 2001-2 Issuance Date and all Group
         V Repurchase Vehicles acquired or financed by TFFC during the term of
         the Indenture, and all Certificates of Title with respect to such Group
         V 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 V 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 V Lease;

                  (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 V Repurchase Vehicles purchased
         from the Manufacturers under or in connection with the Repurchase
         Programs, whether payable as Group V Repurchase Vehicle repurchase
         prices, Eligible Receivables, fees, expenses, costs, indemnities,
         insurance recoveries, damages for breach of the Repurchase Programs or
         otherwise;

                  (iv)     (A)      the Collection Account and the Group V
         Collection Account, (B) all funds on deposit therein allocable to Group
         V 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 V Collection Account or the funds on deposit therein
         allocable to Group V 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 V Vehicles in the Collection Account or the Group V
         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 V Collateral shall not include 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 2001-2 Notes (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 2001-2 Noteholders (but not any other


                                       33
<PAGE>   37

Series of Notes), and hereby grants to the Trustee for the benefit of the Series
2001-2 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 "Additional Series 2001-2 Collateral"):

                  (i)      (A)      the Series 2001-2 Collection Account and the
         Series 2001-2 Distribution Account; (B) all funds on deposit in the
         Series 2001-2 Collection Account and the Series 2001-2 Distribution
         Accounts from time to time; (C) all certificates and instruments, if
         any, representing or evidencing any or all of the Series 2001-2
         Collection Account and the Series 2001-2 Distribution Accounts or the
         funds on deposit therein from time to time; (D) all Permitted
         Investments made at any time and from time to time with moneys in the
         Series 2001-2 Collection Account or the Series 2001-2 Distribution
         Accounts; and (E) all proceeds of any and all of the foregoing,
         including, without limitation, cash;

                  (ii)     the Letter of Credit;

                  (iii)    the Demand Note;

                  (iv)     the Interest Rate Cap;

                  (v)      (A)      the Series 2001-2 Cash Collateral Account;
         (B) all funds on deposit therein from time to time; (C) all
         certificates and instruments, if any, representing or evidencing any or
         all of the Series 2001-2 Cash Collateral Account or the funds on
         deposit therein from time to time; and (D) all investments made at any
         time and from time to time with moneys in the Series 2001-2 Cash
         Collateral Account; and

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

         (c)      The Trustee, on behalf of the Group V Noteholders, and the
Series 2001-2 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. The Group V Collateral shall
secure the Notes included in the Group V Series of Notes. The Additional Series
2001-2 Collateral shall secure the Series 2001-2 Notes. The Trustee shall
possess all right, title and interest in the Demand Note, all rights to make
claims thereunder and all payments thereon and all proceeds thereof.

         Section 3.2 Reports; Copies of Letter of Credit. (a) (a) Not later than
(i) the second Business Day immediately preceding each Distribution Date, the
Servicer shall furnish to the Trustee a Monthly Servicer's Certificate (which
shall include the Minimum Liquidity Amount as of the last Business Day of the
Related Month) and a Fleet Report with respect to the Group V Collateral and
(ii) 60 days after the end of each fiscal year, the Servicer shall cause an
audit to be performed by the Servicer's auditors of the corporate separateness
procedures described in the opinion letter issued by Latham & Watkins dated
April 18, 2001 and addressing the issue of substantive consolidation as it may
relate to the Guarantor, each Lessee and TFFC.


                                       34
<PAGE>   38

         (b)      The Servicer shall provide each of the Rating Agencies with a
copy of any replacement Letter of Credit with a copy to the Trustee.

         Section 3.3 Auction Acquired Vehicles. TFFC agrees it shall not acquire
for leasing under the Group V Lease any Auction Acquired Vehicle for which TFFC
or the Servicer does not have a Certificate of Title showing TFFC as the owner
and the Trustee as the holder of a first lien thereon if after giving effect to
such acquisition the aggregate Net Book Value of all Auction Acquired Vehicles
for which TFFC or the Servicer does not have such a new Certificate of Title
exceeds 5% of the Group V Aggregate Asset Amount. In the event that TFFC
acquires for leasing under the Group V Lease any Auction Acquired Vehicle for
which it has not received a new Certificate of Title showing TFFC as the owner
and the Trustee as the holder of a first lien thereon, TFFC and the Servicer
shall promptly and diligently take such steps as are necessary to cause the
related Certificate of Title to be changed so that, within 90 days after TFFC's
acquisition of such Auction Acquired Vehicle, TFFC receives a new Certificate of
Title showing TFFC as the owner of such Auction Acquired Vehicle and the Trustee
as the holder of a first lien thereon (and to cause such lien to be perfected).

         Section 3.4 Capitalization Demand Note. TFFC has been capitalized in
part by a Demand Note on the Closing Date. At all times, TFFC shall maintain the
Demand Note in an amount at least equal to the Series 2001-2 Letter of Credit
Amount.

                                   ARTICLE 4

                            SERIES 2001-2 ALLOCATIONS

         Section 4.1 Establishment of Group V Collection Account, Series 2001-2
Collection Account, Series 2001-2 Excess Funding Account and Series 2001-2
Accrued Interest Account.

         (a)      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 2001-2 Notes. 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 2001-2 Notes, clause (d) of Section 5.2
of the Base Indenture shall be modified, as it applies to the Series 2001-2
Notes, 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 2001-2 Notes on a
         Distribution Date are not needed to make payments of principal to
         Series 2001-2 Noteholders or required to be deposited in the Series
         2001-2 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 V Series of Notes. Any such reallocation shall not result
         in a reduction of the Aggregate Principal Balance or in the Invested
         Amount of the Series 2001-2 Notes.

         In addition, for purposes of Section 5.2(a) of the Base Indenture, the
Servicer, in its capacity as such under the Group V Lease, shall (to the extent
practicable) cause all Collections allocable to Group V Collateral in accordance
with the Indenture to be paid directly into the


                                       35
<PAGE>   39

Group V Collection Account and all Collections allocable to the Additional
Series 2001-2 Collateral to be paid directly into the Series 2001-2 Collection
Account.

         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 2001-2 Notes:

                  "Section 5.1 Establishment of the Group V Collection Account,
         Series 2001-2 Collection Account, Series 2001-2 Accrued Interest
         Account and Series 2001-2 Excess Funding Account.

                  With respect to the Series 2001-2 Notes only, the following
shall apply:

                  (a)      The Trustee has established and maintains a
         segregated trust account for the benefit of holders of Notes from the
         Group V Series of Notes (the "Group V Collection Account"). The Trustee
         will also establish and maintain a segregated trust account for the
         benefit of the Series 2001-2 Noteholders (the "Series 2001-2 Collection
         Account"). Amounts on deposit in the Group V Collection Account and the
         Series 2001-2 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 2001-2 Collection Account
         (such sub-account, the "Series 2001-2 Accrued Interest Account").

                  (c)      The Trustee will establish a sub-account of the Group
         V Collection Account for the benefit of the Series 2001-2 Noteholders,
         and the Budget Interestholder (the "Series 2001-2 Excess Funding
         Account"). The Trustee will further divide the Series 2001-2 Excess
         Funding Account by creating an additional administrative sub-account
         for the benefit of the Series 2001-2 Noteholders and the Budget
         Interestholder (such sub-account, the "Series 2001-2 Cash Liquidity
         Account").

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

                  (e)      All Group V Collections that are deposited on any
         Business Day in the Group V Collection Account and that are allocable
         to the Series 2001-2 Notes shall on each such Business Day be allocated
         to and deposited in the Series 2001-2 Collection Account. All amounts
         received in respect of the Additional Series 2001-2 Collateral shall be
         allocated to and deposited in the Series 2001-2 Collection Account.

                  (f)      Any amounts in the Group V Collection Account not
         allocated to the Series 2001-2 Collection Account or another
         series-specific collection account under the supplements for the other
         Group V 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


                                       36
<PAGE>   40

         of Group V 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."

         Section 4.2 Allocations with respect to the Series 2001-2 Notes. The
proceeds from the sale of the Series 2001-2 Notes, together with any funds
deposited with TFFC by Budget as additional capitalization will initially be
deposited by the Trustee in the Group V Collection Account to be distributed by
the Trustee as provided herein pursuant to the written instructions of the
Servicer, and a portion thereof shall be used by the Issuer to refinance
Eligible Receivables and to finance, refinance or purchase Eligible Vehicles for
leasing under the Group V Lease. The Series 2001-2 Invested Percentage (for
allocations with respect to Principal Collections) of the funds remaining in the
Group V Collection Account after payment of such indebtedness will be deposited
on the Series 2001-2 Issuance Date to the Series 2001-2 Collection Account and,
concurrently with such deposit, allocated by the Trustee to the Series 2001-2
Excess Funding Account; provided, however, the Trustee also shall deposit all
amounts required to be deposited in the Series 2001-2 Cash Liquidity Account as
provided hereinbelow and such amounts on deposit in the Series 2001-2 Cash
Liquidity Account shall only be available for application as provided in
Sections 4.3(f), 4.4(a), (b) and (c), and shall not be available to be withdrawn
in respect of amounts otherwise to be withdrawn from the Series 2001-2 Excess
Funding Account pursuant to the Base Indenture, this Supplement or any other
Series Supplement. On each Business Day on which Collections are deposited into
the Group V Collection Account and allocated to the Series 2001-2 Collection
Account or deposited in the Series 2001-2 Collection Account (each such date, a
"Deposit Date"), the Servicer will direct the Trustee in writing to allocate all
amounts allocated to or deposited into the Series 2001-2 Collection Account in
accordance with the provisions of this Section 4.2.

         (a)      Allocations of Collections During the Revolving Period. During
the Series 2001-2 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, the following amounts:

                  (s)      with respect to all Group V Collections (including
         Recoveries, which shall be treated as Principal Collections):

                           (i)      allocate to the Series 2001-2 Collection
                  Account, an amount equal to the sum of (A) the Series 2001-2
                  Invested Percentage (as of such day) of the aggregate amount
                  of Group V Collections which are Interest Collections on such
                  day and (B) all amounts earned on Permitted Investments in the
                  Series 2001-2 Collection Account which are available for
                  distribution on such Deposit Date, which amounts will be
                  further allocated to the Series 2001-2 Accrued Interest
                  Account (for any such day, such amounts, the "Series 2001-2
                  Interest Allocation"); provided, however, that if with respect
                  to any Related Month the aggregate of all such amounts
                  allocated to the Series 2001-2 Accrued Interest Account during
                  such Related Month exceeds the amount of interest and fees due
                  and payable in respect of the Series 2001-2 Notes on the
                  Distribution Date next succeeding such Related Month pursuant
                  to the Indenture, then the amount of


                                       37
<PAGE>   41

                  such excess will be allocated first, to the Series 2001-2 Cash
                  Liquidity Account, to the extent of any Cash Liquidity Amount
                  Deficiency on such Deposit Date, and thereafter, the remainder
                  of such amount shall be allocated to the Series 2001-2 Excess
                  Funding Account;

                           (ii)     allocate an amount equal to the Series
                  2001-2 Invested Percentage (as of such day) of the aggregate
                  amount of such Group V Collections which are Principal
                  Collections on such day (for any such day, such amount, the
                  "Series 2001-2 Principal Allocation") first, to the Series
                  2001-2 Cash Liquidity Account, to the extent of any Cash
                  Liquidity Amount Deficiency on such date after giving effect
                  to any deposit to the Series 2001-2 Cash Liquidity Account
                  pursuant to Section 4.2(a)(s)(i), and thereafter, allocate the
                  remainder of such amount to the Series 2001-2 Excess Funding
                  Account; and

                           (iii)    allocate to the Budget Distribution Account
                  an amount equal to the Budget Percentage (as of such day) of
                  the aggregate amount of Group V Collections which are
                  Principal Collections on such date minus any amounts other
                  than servicing fees which have been withheld by the Servicer
                  pursuant to Section 5.2(c) of the Base Indenture, to the
                  extent that such amounts withheld under Section 5.2(c) of the
                  Base Indenture represent all or part of the Budget Interest
                  Amount.

         (b)      Allocations During the Series 2001-2 Controlled Amortization
Period. During the Series 2001-2 Controlled Amortization 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, the following amounts:

                  (s)      with respect to all Group V Collections (including
         Recoveries, all of which Recoveries shall be treated as Principal
         Collections):

                           (i)      allocate to the Series 2001-2 Collection
                  Account an amount equal to the Series 2001-2 Interest
                  Allocation for such day as set forth in Section 4.2(a)(s)(i)
                  above, which amount shall be further allocated to the Series
                  2001-2 Accrued Interest Account or, as and to the extent
                  provided in clause (a)(s)(i) above, allocated to the Series
                  2001-2 Cash Liquidity Account (following the establishment
                  thereof pursuant to Section 4.10(d) of this Supplement) and
                  the Series 2001-2 Excess Funding Account in the priority set
                  forth therein;

                           (ii)     (A)      during the Class A Controlled
                  Amortization Period, allocate to the Series 2001-2 Collection
                  Account an amount equal to the Series 2001-2 Principal
                  Allocation for such day, which amount shall be used to make
                  principal payments in respect of the Class A Notes; provided,
                  however, that if the Monthly Total Principal Allocation
                  exceeds the Class A Controlled Distribution Amount, then the
                  amount of such excess shall be allocated first, to the Series
                  2001-2 Cash Liquidity Account to the extent of any Cash
                  Liquidity Amount Deficiency on such date after giving effect
                  to any deposit to the Series 2001-2 Cash Liquidity Account
                  pursuant to Section 4.2(b)(s)(i), and thereafter, the
                  remainder of such excess shall be allocated to the Series
                  2001-2 Excess Funding


                                       38
<PAGE>   42

                  Account; (B) during the Class B Controlled Amortization
                  Period, allocate to the Series 2001-2 Collection Account an
                  amount equal to the Series 2001-2 Principal Allocation for
                  such day, which amount shall be used to make principal
                  payments in respect of the Class B Notes; provided, however,
                  that if the Monthly Total Principal Allocation exceeds the
                  Class B Controlled Distribution Amount, then such excess will
                  be allocated first, to the Series 2001-2 Cash Liquidity
                  Account to the extent of any Cash Liquidity Amount Deficiency
                  on such date after giving effect to any deposit to the Series
                  2001-2 Cash Liquidity Account pursuant to Section
                  4.2(b)(s)(i), and thereafter, the remainder of such excess
                  shall be allocated to the Series 2001-2 Excess Funding
                  Account; and (C) during the Class C Controlled Amortization
                  Period, allocate to the Series 2001-2 Collection Account an
                  amount equal to the Series 2001-2 Principal Allocation for
                  such day, which amount shall be used to make principal
                  payments in respect of the Class C Notes; provided, however,
                  that if the Monthly Total Principal Allocation exceeds the
                  Class C Controlled Distribution Amount, then such excess will
                  be allocated first, to the Series 2001-2 Cash Liquidity
                  Account to the extent of any Cash Liquidity Amount Deficiency
                  on such date after giving effect to any deposit to the Series
                  2001-2 Cash Liquidity Account pursuant to Section
                  4.2(b)(s)(i), and thereafter, the remainder of such excess
                  shall be allocated to the Series 2001-2 Excess Funding
                  Account; and

                           (iii)    allocate to the Budget Distribution Account
                  an amount determined as set forth in Section 4.2(a)(s)(iii)
                  above for such day.

         (c)      Allocations During the Series 2001-2 Rapid Amortization
Period. With respect to the Series 2001-2 Rapid Amortization 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, the following amounts:

                  (s)      with respect to all Group V Collections (including
         Recoveries, all of which Recoveries shall be treated as Principal
         Collections):

                           (i)      allocate to the Series 2001-2 Collection
                  Account an amount equal to the sum of (x) the Series 2001-2
                  Interest Allocation for such day as set forth in Section
                  4.2(a)(s)(i) above for such day, plus (y) an amount which,
                  together with all prior allocations pursuant to this clause
                  (y), shall not exceed $500,000 to be applied on a pro rata
                  basis to the payment of legal fees and expenses for the
                  benefit of the Group V Noteholders (including the reasonable
                  fees and disbursements of counsel to the Trustee), if any,
                  plus (z) if Budget is no longer the Servicer, an amount equal
                  to the sum of the Series 2001-2 Investor Monthly Servicing Fee
                  and Series 2001-2 Monthly Supplemental Servicing Fee, which
                  amounts will be deposited in the Series 2001-2 Accrued
                  Interest Amount; provided, however, that if with respect to
                  any Related Month the aggregate of all such amounts allocated
                  to the Series 2001-2 Accrued Interest Account during such
                  Related Month exceeds the sum of (A) interest and fees due and
                  payable in respect of the Series 2001-2 Notes on the
                  Distribution Date next succeeding such Related Month and (B)
                  the amounts required to be allocated in respect of legal fees
                  and expenses, servicing fees and supplemental servicing fees,
                  then the


                                       39
<PAGE>   43

                  amount of such excess will be allocated to the Series 2001-2
                  Excess Funding Account, to the extent provided in clause
                  (a)(s)(i) above, allocated to the Series 2001-2 Cash Liquidity
                  Account and the Series 2001-2 Excess Funding Account in the
                  priority set forth therein;

                           (ii)     allocate to the Series 2001-2 Collection
                  Account an amount equal to the sum of (x) the Series 2001-2
                  Principal Allocation for such day an amount equal to the
                  Budget Percentage (as of such day) of the aggregate amount of
                  Group V Collections which are Principal Collections on such
                  date (minus any amounts other than servicing fees which have
                  been withheld by the Servicer pursuant to Section 5.2(c) of
                  the Base Indenture, to the extent that such amounts withheld
                  under Section 5.2(c) of the Base Indenture represent all or
                  part of the Budget Interest Amount), which amount shall be
                  used to make principal payments in respect of the Class A
                  Notes and, after the Class A Notes have been paid in full,
                  shall be used to make principal payments in respect of the
                  Class B Notes and, after the Class B Notes have been paid in
                  full, shall be used to make principal payments in respect of
                  the Class C Notes.

         (d)      Allocations of Recoveries. On each Deposit Date, the Servicer
will direct the Trustee in writing to allocate, prior to 1:00 p.m. (New York
City time), Recoveries as follows:

                  (i)      allocate to the Class A Invested Amount, the Class B
         Invested Amount, the Class C Invested Amount, the Series 2001-2 Cash
         Collateral Account and the Series 2001-2 Available Subordinated Amount
         an amount equal to the Series 2001-2 Invested Percentage (as of such
         day) of the aggregate amount of Recoveries on such day, which
         Recoveries shall be used first to reinstate the Class A Invested Amount
         (to the extent that the Class A Invested Amount has theretofore been
         reduced as a result of any Losses allocated thereto as described in
         clause (e) below and has not been subsequently replenished); second to
         reinstate the Class B Invested Amount (to the extent the Class B
         Invested Amount has theretofore been reduced as a result of any Losses
         allocated thereto as described in clause (e) below and has not been
         subsequently replenished); third to reinstate the Class C Invested
         Amount (to the extent that the Class C Invested Amount has theretofore
         been reduced as a result of any Losses allocated thereto as described
         in clause (e) below and has not been subsequently replenished); fourth
         to reinstate the Series 2001-2 Cash Collateral Account to the extent of
         any unreimbursed draws thereon; fifth to reinstate the Series 2001-2
         Available Subordinated Amount (to the extent that the Series 2001-2
         Available Subordinated Amount has theretofore been reduced as a result
         of any Losses allocated thereto as described in clause (e) below and
         has not been subsequently replenished); and sixth, any remaining
         Recoveries not so allocated shall be released to the Issuer; and

                  (ii)     provided that no Amortization Event has occurred and
         is continuing, allocate to the Budget Interest Amount any amount equal
         to the Budget Percentage (as of such day) of the aggregate amount of
         Recoveries on such day to reinstate the Budget Interest Amount (to the
         extent that the Budget Interest Amount has theretofore been reduced as
         a result of any Losses allocated thereto as described in clause (e)
         below and has not been subsequently replenished).


                                       40
<PAGE>   44

         (e)      Allocations of Losses. On each Deposit Date, the Servicer will
direct the Trustee in writing to allocate, prior to 1:00 p.m. (New York City
time), Losses as follows:

                  (i)      allocate an amount equal to the Series 2001-2
         Invested Percentage (as of such day) of the aggregate amount of Losses
         on such day to reduce the Series 2001-2 Available Subordinated Amount
         until the Series 2001-2 Available Subordinated Amount has been reduced
         to zero, then (to the extent of any Series 2001-2 Disposition Losses)
         to making a claim under the Demand Note pursuant to Section 4.12 of
         this Supplement until such claim would reduce the Demand Note to zero,
         then to reduce the Class C Invested Amount on a pro rata basis among
         all Class C Notes, until the Class C Invested Amount has been reduced
         to zero, then to reduce the Class B Invested Amount on a pro rata basis
         among all Class B Notes, until the Class B Invested Amount has been
         reduced to zero, then to reduce the Class A Invested Amount, on a pro
         rata basis among all Class A Notes; and

                  (ii)     allocate to the Budget Interest Amount, an amount
         equal to the Budget Percentage (as of such day) of the aggregate amount
         of Losses on such day, which shall reduce the Budget Interest Amount.

         (f)      Allocation Adjustments. Notwithstanding the foregoing
provisions of this Section 4.2:

                  (A)      provided that no Amortization Event has occurred and
         is continuing, amounts in excess of the Cash Liquidity Amount allocated
         to the Series 2001-2 Excess Funding Account, if any, that are not
         required to make payments with respect to the Series 2001-2 Notes may
         be used to pay the principal amount of other Group V Series of Notes
         that are then in amortization and, after such payment, any remaining
         funds in excess of the Cash Liquidity Amount, if any, may, at TFFC's
         option, be (i) used to finance, refinance or acquire Group V Vehicles
         or Eligible Receivables, to the extent such Eligible Vehicles have been
         requested by the Lessees under the Group V Lease or (ii) loaned to
         Budget under the Demand Note or (iii) 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 2001-2 Credit Support Deficiency or
         Asset Amount Deficiency would result therefrom as indicated in the
         related Monthly Servicer's Certificate; provided, however, that funds
         in excess of the Cash Liquidity Amount, if any, may be transferred to
         the Budget Distribution Account on a day other than a Distribution Date
         if the Servicer furnishes to the Trustee an Officers' 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
         V Vehicles or Eligible Receivables, to the extent such Eligible
         Vehicles have been requested by the Lessees under the Group V Lease, or
         for distribution to the Budget Interestholder;

                  (B)      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


                                       41
<PAGE>   45

         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;

                  (C)      any amounts withheld by the Servicer and not
         deposited in the Series 2001-2 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 V Collection Account and
         the Series 2001-2 Collection Account, as applicable, on the date such
         amounts are withheld for purposes of determining the amounts to be
         allocated pursuant to this Section 4.2;

                  (D)      if there is more than one Series of Group V Series of
         Notes outstanding, then Sections 4.2(a)(s)(iii), 4.2(b)(s)(iii) and
         4.2(c)(s)(iii) above shall not be duplicated with any similar
         provisions contained in any other Supplement and Budget shall only be
         paid such amount once with respect to any Distribution Date;

                  (E)      TFFC may, from time to time in its sole discretion,
         increase the Series 2001-2 Available Subordinated Amount by (i)
         transferring funds to the Series 2001-2 Excess Funding Account and (ii)
         delivering to the Servicer and the Trustee an Officers' Certificate
         setting forth the amount of such transferred funds and stating that
         such transferred funds shall be allocated to the Series 2001-2
         Available Subordinated Amount; provided, however, (a) TFFC shall have
         no obligation to so increase the Series 2001-2 Available Subordinated
         Amount and (b) TFFC may not increase the Series 2001-2 Available
         Subordinated Amount pursuant to this paragraph if the amount of such
         increase, together with the sum of the amounts of all prior increases,
         if any, of the Series 2001-2 Available Subordinated Amount, would
         exceed the Series 2001-2 Available Subordinated Amount Maximum
         Increase, excluding from such calculation any increase in the Series
         2001-2 Available Subordinated Amount described in clause (F)(1) or (2)
         below;

                  (F)      in the event that the Series 2001-2 Credit Support
         Amount is reduced to less than the Series 2001-2 Minimum Credit Support
         Amount, an Amortization Event and a Series 2001-2 Limited Liquidation
         Event of Default shall be deemed to have occurred with respect to the
         Series 2001-2 Notes only if, after any applicable grace period, either
         the Trustee or the Servicer, 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, (i)
         the Issuer may prevent an Amortization Event from occurring if, within
         one (1) Business Day after the occurrence of such Series 2001-2 Credit
         Support Deficiency, Budget increases the Group V Letter of Credit
         Amount and/or the Issuer contributes a portion of the Budget Interest
         in an amount sufficient, in the aggregate, to eliminate such Series
         2001-2 Credit Support Deficiency; provided, however, the amount of such
         contribution (together with the sum of the amounts of all prior
         contributions) shall not exceed the Series 2001-2 Available
         Subordinated Amount Maximum Increase, excluding from such calculation
         any increase in the Series 2001-2 Available Subordinated Amount (1)
         through Recoveries or from funds constituting repayments of principal
         under any intercompany demand note made by the Issuer in favor of
         Budget, or (2) relating to an increase in the Series 2001-2 Minimum
         Credit


                                       42
<PAGE>   46

         Support Amount that results from (a) an increase in the ratio of Group
         V Type II Repurchase Vehicles to all Group V Vehicles, (b) a reduction
         in the aggregate amount of cash and Permitted Investments allocable to
         Group V Vehicles in the Collection Account, (c) a decline in the resale
         performance of Group V Type II Repurchase Vehicles within the twelve
         calendar months preceding the applicable determination date or (d) the
         Type II Repurchase Fleet Market Value being less than the aggregate Net
         Book Value of the Group V Type II Repurchase Vehicles, and (ii) the
         Issuer may prevent a Series 2001-2 Limited Liquidation Event of Default
         from occurring if within the thirty (30) day period after the
         occurrence of such Series 2001-2 Credit Support Deficiency (x) Budget
         increases the Letter of Credit and/or the Issuer contributes a portion
         of the Budget Interest sufficient to eliminate such Series 2001-2
         Credit Support Deficiency and (y) obtains written notice from the
         Rating Agencies to the Issuer, Budget and the Trustee that after such
         cure of such Series 2001-2 Credit Support Deficiency is provided for,
         the Class A Notes, the Class B Notes and the Class C Notes will each
         receive the same rating from the Rating Agencies as they received prior
         to the occurrence of such Series 2001-2 Credit Support Deficiency;

                  (G)      provided that the Insolvency Period has not commenced
         and no other Liquidity Event has occurred, amounts on deposit in the
         Series 2001-2 Cash Liquidity Account in excess of the Cash Liquidity
         Amount on any Deposit Date may on such Deposit Date be withdrawn from
         the Series 2001-2 Cash Liquidity Account and deposited into the Series
         2001-2 Excess Funding Account;

                  (H)      if the Insolvency Period has commenced or another
         Liquidity Event has occurred, amounts on deposit in the Series 2001-2
         Cash Liquidity Account representing the Cash Liquidity Amount will be
         available to be transferred by the Trustee to the distribution accounts
         for application pursuant to Section 4.3(f), 4.4(a), (b) or (c), as
         applicable; and

                  (I)      on each Determination Date, the Trustee shall, in
         accordance with the written direction of the Servicer, withdraw from
         the Group V Collection Account, the Series 2001-2 Cap Allocation, if
         any, with respect to such Determination Date and shall deposit the same
         into the Series 2001-2 Accrued Interest Account.

         Section 4.3 Monthly Payments from the Series 2001-2 Accrued Interest
Account. On each Determination Date, as provided below, the Servicer shall
instruct the Trustee or the Paying Agent in writing to withdraw, and on the
following Distribution Date the Trustee or the Paying Agent, acting in
accordance with such written instructions, shall withdraw the amounts required
to be withdrawn from the Series 2001-2 Collection Account pursuant to Sections
4.3(a), (b), (c), (d), (e) and (f) below in respect of all funds available from
Group V Collections and Series 2001-2 Cap Allocations processed since the
preceding Distribution Date and allocated to the holders of the Series 2001-2
Notes.

         (a)      Noteholder Counsel Fees and Disbursements. On each
Determination Date after the occurrence and during the continuance of an Event
of Bankruptcy with respect to Budget, and before any deposits required to be
made on such date to the Series 2001-2 Distribution Account have been made, the
Servicer shall instruct the Trustee in writing to withdraw from the


                                       43
<PAGE>   47

Series 2001-2 Accrued Interest Account, to the extent funds are available from
Interest Collections allocable to the Series 2001-2 Notes, for payment on a pro
rata basis to counsel to the Series 2001-2 Noteholders (including the reasonable
fees and disbursements of counsel to the Trustee), up to $500,000 in the
aggregate in respect of legal fees and disbursements of such counsel, and remit
such amount to such counsel. If sufficient funds are not available in the Series
2001-2 Accrued Interest Account, then the Trustee may withdraw funds pursuant to
Section 4.13(a) for such purpose.

         (b)      Successor Servicer Fees. On each Determination Date on which
Budget is not the Servicer, and after the deposit (if applicable) described in
Section 4.3(a), and before any deposits required to be made on the related
Distribution Date to the Series 2001-2 Distribution Account have been made, the
successor Servicer shall instruct the Trustee and the Paying Agent in writing as
to the amount to be withdrawn from the Series 2001-2 Accrued Interest Account to
the extent funds are available from Interest Collections and Series 2001-2 Cap
Allocations allocable to the Series 2001-2 Notes processed since the preceding
Distribution Date in respect of an amount equal to (i) the Class A Investor
Monthly Servicing Fee (and any Class A Monthly Supplemental Servicing Fee)
accrued since the preceding Distribution Date, plus (ii) the Class B Investor
Monthly Servicing Fee (and any Class B Monthly Supplemental Servicing Fee)
accrued since the preceding Distribution Date, plus (iii) the Class C Investor
Monthly Servicing Fee (and any Class C Monthly Supplemental Servicing Fee)
accrued since the preceding Distribution Date, plus (iv) all accrued and unpaid
Class A Investor Monthly Servicing Fees (and any Class A Monthly Supplemental
Servicing Fees), Class B Investor Monthly Servicing Fees (and any Class B
Monthly Supplemental Servicing Fees) and Class C Investor Monthly Servicing Fees
(and any Class C Monthly Supplemental Servicing Fees) in respect of previous
periods, minus (v) the amount of any Class A Investor Monthly Servicing Fees,
Class B Investor Monthly Servicing Fees and Class C Investor Monthly Servicing
Fees (and Class A Monthly Supplemental Servicing Fees, Class B Monthly
Supplemental Servicing Fees and Class C Monthly Supplemental Servicing Fees)
withheld by the Servicer since the preceding Distribution Date pursuant to
Section 5.2(c) of the Base Indenture. On the following Distribution Date, the
Trustee shall withdraw such amount from the Series 2001-2 Accrued Interest
Account and remit such amount to the Servicer. The fees of any successor
Servicer that assumes the obligations of the Servicer shall be paid on a pro
rata basis consistent with the terms herein from the $500,000 reserve as
provided in Section 4.10(a). Under no circumstances shall the Trustee be liable
for the fees and expenses of the successor Servicer.

         (c)      Note Interest with respect to the Class A Notes. On each
Determination Date, the Servicer shall, after making all distributions required
to be made pursuant to Sections 4.3(a) and (b), instruct the Trustee and the
Paying Agent in writing as to the amount to be withdrawn from the Series 2001-2
Accrued Interest Account to the extent funds will be available from Interest
Collections and Series 2001-2 Cap Allocations allocable to the Series 2001-2
Notes processed from but not including the preceding Distribution Date through
the succeeding Distribution Date in respect of (x) first, an amount equal to
interest accrued for the related Series 2001-2 Interest Period which will be
equal to the product of (i) the Class A Note Rate, and (ii) the Aggregate
Principal Balance of the Class A Notes as of the previous Distribution Date
after giving effect to any principal payments made (or in the case of the
initial Distribution Date, the Class A Initial Invested Amount), divided by a
fraction (A) the numerator of which is the actual number of days in such Series
2001-2 Interest Period and (B) the denominator of which is 360 and (y) then, an


                                       44
<PAGE>   48

amount equal to the amount of any unpaid Class A Deficiency Amounts, as defined
below, as of the preceding Distribution Date (together with any accrued interest
on such class A Deficiency Amounts). If the amounts described in this Section
4.3(c) are insufficient, after taking into account the amount, if any, to be
drawn under the Letter of Credit and the amount on deposit in the Series 2001-2
Excess Funding Account in excess of the Cash Liquidity Amount, if any, or in the
Series 2001-2 Cash Liquidity Account to be applied as described in Section
4.4(a), to pay such interest on any Distribution Date, payments of interest to
the Class A Noteholders will be reduced by the amount of such deficiency. The
amount, if any, of such deficiency on any Distribution Date shall be referred to
as the "Class A Deficiency Amount." Interest shall accrue on the Class A
Deficiency Amount at the Class A Note Rate. On the following Distribution Date,
the Trustee shall withdraw in accordance with the written direction of the
Servicer the accrued interest on the Class A Notes (as determined above) and the
Class A Deficiency Amount (together with accrued interest thereon) from the
Series 2001-2 Accrued Interest Account and, to the extent provided in Section
4.4(a) of this Supplement, amounts withdrawn from the Series 2001-2 Cash
Liquidity Account and the Series 2001-2 Excess Funding Account and any applied
portion of the Series 2001-2 Letter of Credit Amount, and shall deposit such
amount in the Series 2001-2 Distribution Account, provided that the sum of the
amounts to be withdrawn from the Series 2001-2 Cash Liquidity Account and the
Series 2001-2 Excess Funding Account pursuant to this Section 4.3(c) and
Sections 4.3(d) and (e) of this Supplement shall not exceed for any Distribution
Date the Series 2001-2 Available Subordinated Amount at such time.

         (d)      Note Interest with respect to the Class B Notes. On each
Determination Date, subject to Section 4.9 of this Supplement, provided that all
payments on account of interest that are required to be made to the Class A
Noteholders are available in the Series 2001-2 Distribution Account, and no
payments on account of principal are then required to be made to the Class A
Noteholders (including, without limitation, all accrued interest, all interest
accrued on such accrued interest and any Class A Deficiency Amounts), the
Servicer shall, after making all distributions required to be made pursuant to
Sections 4.3(a), (b) and (c), instruct the Trustee and the Paying Agent in
writing as to the amount to be withdrawn from the Series 2001-2 Accrued Interest
Account to the extent funds will be available from Interest Collections and
Series 2001-2 Cap Allocations allocable to the Series 2001-2 Notes which will
have been processed from but not including the preceding Distribution Date
through the succeeding Distribution Date, which amount shall be withdrawn in
respect of (x) first, an amount equal to interest accrued for the related Series
2001-2 Interest Period which will be equal to the product of (i) the Class B
Note Rate for the related Series 2001-2 Interest Period, and (ii) the Aggregate
Principal Balance of the Class B Notes as of the previous Distribution Date
after giving effect to any principal payments made (or in the case of the
initial Distribution Date, the Class B Initial Invested Amount), divided by a
fraction (A) the numerator of which is the actual number of days in such Series
2001-2 Interest Period and (B) the denominator of which is 360, and (y) then, an
amount equal to the amount of any unpaid Class B Deficiency Amounts, as defined
below, as of the preceding Distribution Date (together with any accrued interest
on such Class B Deficiency Amounts). If the amounts described in this Section
4.3(d) are insufficient, after taking into account any funds available for
application in the Series 2001-2 Cash Liquidity Account and the Series 2001-2
Excess Funding Account and applied as described in Section 4.4(b) of this
Supplement and any portion of the Series 2001-2 Letter of Credit Amount applied
as described in Section 4.4(b) of this Supplement (subject to the provisions of
Section 4.9 of this Supplement), to pay such interest on any Distribution Date,
payments of interest to the Class B


                                       45
<PAGE>   49

Noteholders will be reduced by the amount of such deficiency. The amount, if
any, of such deficiency on any Distribution Date shall be referred to as the
"Class B Deficiency Amount." Interest shall accrue on the Class B Deficiency
Amount at the Class B Note Rate. On the following Distribution Date, the Trustee
shall withdraw the accrued interest on the Class B Notes (as determined above)
and the Class B Deficiency Amount (together with accrued interest thereon) from
the Series 2001-2 Accrued Interest Account and, to the extent provided in
Section 4.4(b) of this Supplement, amounts withdrawn from the Series 2001-2 Cash
Liquidity Account and the Series 2001-2 Excess Funding Account and any applied
portion of the Series 2001-2 Letter of Credit Amount, and shall deposit such
amount in the Series 2001-2 Distribution Account; provided that the sum of the
amounts to be withdrawn from the Series 2001-2 Cash Liquidity Account and the
Series 2001-2 Excess Funding Account pursuant to this Section 4.3(d) and
Sections 4.3(c) and (e) of this Supplement shall not exceed for any Distribution
Date the Series 2001-2 Available Subordinated Amount at such time.

         (e)      Note Interest with Respect to the Class C Notes. On each
Determination Date, subject to Section 4.9 of this Supplement, provided that all
payments on account of interest that are required to be made to the Class A
Noteholders and the Class B Noteholders are available in the Series 2001-2
Distribution Account, and no payments on account of principal are then required
to be made to the Class A Noteholders and the Class B Noteholders (including,
without limitation, all accrued interest, all interest accrued on such accrued
interest and any Class A Deficiency Amounts or Class B Deficiency Amounts, as
applicable), the Servicer shall, after making all distributions required to be
made pursuant to Sections 4.3(a), (b), (c) and (d), instruct the Trustee and the
Paying Agent in writing as to the amount to be withdrawn from the Series 2001-2
Accrued Interest Account to the extent funds will be available from Interest
Collections and Series 2001-2 Cap Allocations allocable to the Series 2001-2
Notes which will have been processed from but not including the preceding
Distribution Date through the succeeding Distribution Date, which amount shall
be withdrawn in respect of (x) first, an amount equal to interest accrued for
the related Series 2001-2 Interest Period which will be equal to the product of
(i) the Class C Note Rate for the related Series 2001-2 Interest Period, and
(ii) the Aggregate Principal Balance of the Class C Notes as of the previous
Distribution Date after giving effect to any principal payments made on such
Distribution Date (or in the case of the initial Distribution Date, the Class C
Initial Invested Amount), divided by a fraction (A) the numerator of which is
the actual number of days in such Series 2001-2 Interest Period and (B) the
denominator of which is 360, and (y) then, an amount equal to the amount of any
unpaid Class C Deficiency Amounts, as defined below, as of the preceding
Distribution Date (together with any accrued interest on such Class C Deficiency
Amounts). If the amounts described in this Section 4.3(e) are insufficient,
after taking into account any funds available for application in the Series
2001-2 Cash Liquidity Account and the Series 2001-2 Excess Funding Account and
applied as described in Section 4.4(c) of this Supplement and any portion of the
Series 2001-2 Letter of Credit Amount applied as described in Section 4.4(c) of
this Supplement (subject to the provisions of Section 4.9 of this Supplement) to
pay such interest on any Distribution Date, payments of interest to the Class C
Noteholders will be reduced by the amount of such deficiency. The amount, if
any, of such deficiency on any Distribution Date shall be referred to as the
"Class C Deficiency Amount." Interest shall accrue on the Class C Deficiency
Amount at the Class C Note Rate. On the following Distribution Date, the Trustee
shall withdraw the accrued interest on the Class C Notes in accordance with the
written direction of the Servicer and the Class C Deficiency Amount (together
with accrued interest thereon) from the Series 2001-2 Accrued


                                       46
<PAGE>   50

Interest Account and, to the extent provided in Section 4.4(c) of this
Supplement, amounts withdrawn from the Series 2001-2 Cash Liquidity Account and
the Series 2001-2 Excess Funding Account and any applied portion of the Series
2001-2 Letter of Credit Amount, and shall deposit such amount in the Series
2001-2 Distribution Account; provided that the sum of the amounts to be
withdrawn from the Series 2001-2 Cash Liquidity Account and the Series 2001-2
Excess Funding Account pursuant to this Section 4.3(e) and Sections 4.3(c) and
(d) of this Supplement shall not exceed for any Distribution Date the Series
2001-2 Available Subordinated Amount at such time.

         (f)      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
4.3(a), (c), (d) and (e) 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 2001-2 Accrued Interest Account to the extent funds are available
from Interest Collections and Series 2001-2 Cap Allocations allocable to the
Series 2001-2 Notes processed since the preceding Distribution Date in respect
of an amount equal to (i) the Class A Investor Monthly Servicing Fee (and any
Class A Monthly Supplemental Servicing Fee) accrued since the preceding
Distribution Date, plus (ii) the Class B Investor Monthly Servicing Fee (and any
Class B Monthly Supplemental Servicing Fee) accrued since the preceding
Distribution Date, plus (iii) the Class C Investor Monthly Servicing Fee (and
any Class C Supplemental Servicing Fee) accrued since the preceding Distribution
Date, plus (iv) all accrued and unpaid Class A Investor Monthly Servicing Fees
(and any Class A Monthly Supplemental Servicing Fees), Class B Investor Monthly
Servicing Fees (and any Class B Monthly Supplemental Servicing Fees) and Class C
Investor Monthly Servicing Fees (and any Class C Monthly Supplemental Servicing
Fees) in respect of previous periods, minus (v) the amount of any Class A
Investor Monthly Servicing Fees, Class B Investor Monthly Servicing Fees and
Class C Investor Monthly Servicing Fees (and Class A Monthly Supplemental
Servicing Fees, Class B Monthly Supplemental Servicing Fees and Class C 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 2001-2
Accrued Interest Account and remit such amount to the Servicer.

         (g)      Balance. On each Distribution Date, the Servicer shall
instruct the Trustee and the Paying Agent in writing as to the balance (after
making the payments required in Sections 4.3(a), (b), (c), (d), (e) and (f) of
this Supplement and any required payments in respect of any other Series of
Notes), if any, of the Interest Collections allocated to holders of the Series
2001-2 Notes and Series 2001-2 Cap Allocations since the preceding Distribution
Date ("Excess Budget Collections"). On such Distribution Date (or, subject to
compliance with the requirements of Section 4.2(d)(A)(ii) of this Supplement on
any other day), the Paying Agent shall withdraw such balance from the Series
2001-2 Accrued Interest Account and pay such balance to the Budget Distribution
Account, to the extent that, after giving effect to such transfer, the Budget
Interest Amount equals or exceeds zero and provided that such payment will not
cause an Asset Amount Deficiency or a Series 2001-2 Credit Support Deficiency to
exist, as indicated on the Monthly Servicer's Certificate.


                                       47
<PAGE>   51
         Section 4.4       Payment of Note Interest.

         (a)      Class A Notes. On each Distribution Date, the Paying Agent
shall, in accordance with the written instruction of the Servicer received
pursuant to Section 4.3(c) hereof, pay to the Class A Noteholders from the
Series 2001-2 Distribution Account the amount deposited in the Series 2001-2
Distribution Account for the payment of interest pursuant to Section 4.3(c) of
this Supplement and, to the extent that such amount is insufficient to pay all
interest payable to the Class A Noteholders on such Distribution Date (the
amount of such insufficiency, a "Class A Note Interest Shortfall"), the
Servicer shall instruct the Trustee in writing (a)(x) if an Insolvency Period
is continuing, to withdraw from the Series 2001-2 Cash Liquidity Account the
lesser of (i) the amount on deposit in the Series 2001-2 Cash Liquidity Account
and (ii) the amount of such Class A Note Interest Shortfall and pay such amount
to the Class A Noteholders and (y) to the extent of any remaining Class A Note
Interest Shortfall, to withdraw from the Series 2001-2 Excess Funding Account
(other than the Series 2001-2 Cash Liquidity Account sub-account thereof) the
lesser of (i) the amount on deposit in the Series 2001-2 Excess Funding Account
(other than the Series 2001-2 Cash Liquidity Account sub-account thereof) and
(ii) the amount of such remaining Class A Note Interest Shortfall and pay such
amount to the Class A Noteholders, (b) to the extent of any remaining Class A
Note Interest Shortfall, to pay to the Class A Noteholders from amounts on
deposit in the Series 2001-2 Distribution Account representing the proceeds of
a claim under the Demand Note in an amount up to the lesser of (i) the
remaining Class A Note Interest Shortfall and (ii) the proceeds of such payment
under the Demand Note and (c) if a Liquidity Event has occurred (x) to the
extent of any remaining Class A Note Interest Shortfall, to pay the Class A
Noteholders from amounts on deposit in the Series 2001-2 Distribution Account
representing the proceeds of a Letter of Credit disbursement in an amount equal
to the lesser of (i) the remaining Class A Note Interest Shortfall and (ii) the
proceeds of such Letter of Credit disbursement in an amount equal to the excess
of (1) the Series 2001-2 Letter of Credit Amount as of the date of such
Liquidity Event over (2) the excess of Minimum Liquidity Amount as of such date
over the Cash Liquidity Amount as of such date and (y) to the extent of any
remaining Class A Note Interest Shortfall, to (in either order as set forth in
the written instructions of the Servicer) (i) pay the Class A Noteholders from
amounts on deposit in the Series 2001-2 Distribution Account representing the
proceeds from a Letter of Credit disbursement in an amount equal to the lesser
(1) the remaining Class A Note Interest Shortfall or (2) the proceeds of such
Letter of Credit disbursement (which may be the entire remaining Series 2001-2
Letter of Credit Amount) and/or (as necessary) (ii) withdraw from the Series
2001-2 Cash Liquidity Account the lesser of (1) the amount on deposit in the
Series 2001-2 Cash Liquidity Account and (2) the amount of such Class A Note
Interest Shortfall and pay such amount to the Class A Noteholders.

         (b)      Class B Notes. On each Distribution Date, the Paying Agent
shall, in accordance with the written instruction of the Servicer received
pursuant to Section 4.3(d) hereof, but subject to Section 4.9 of this
Supplement, pay to the Class B Noteholders from the Series 2001-2 Distribution
Account the amount deposited in the Series 2001-2 Distribution Account for the
payment of interest pursuant to Section 4.3(d) of this Supplement and, to the
extent such amount is insufficient to pay all interest payable to the Class B
Noteholders on such Distribution Date (the amount of such insufficiency, a
"Class B Note Interest Shortfall"), the Servicer shall instruct the Trustee in
writing (a)(x) if an Insolvency Period is continuing, to withdraw from the
Series 2001-2 Cash Liquidity Account the lesser of (i) the amount on deposit in
the Series 2001-2 Cash


                                      48
<PAGE>   52


Liquidity Account and (ii) the amount of such Class B Note Interest Shortfall
and pay such amount to the Class B Noteholders and (y) to the extent of any
remaining Class B Note Interest Shortfall, to withdraw from the Series 2001-2
Excess Funding Account (other than the Series 2001-2 Cash Liquidity Account
sub-account thereof) the lesser of (i) the amount on deposit in the Series
2001-2 Excess Funding Account (other than the Series 2001-2 Cash Liquidity
Account sub-account thereof) and (ii) the amount of such remaining Class B Note
Interest Shortfall and pay such amount to the Class B Noteholders, (b) to the
extent of any remaining Class B Note Interest Shortfall, to pay to the Class B
Noteholders from amounts on deposit in the Series 2001-2 Distribution Account
representing the proceeds of a claim under the Demand Note in an amount up to
the lesser of (i) the remaining Class B Note Interest Shortfall and (ii) the
proceeds of such payment under the Demand Note and (c) if a Liquidity Event has
occurred (x) to the extent of any remaining Class B Note Interest Shortfall, to
pay the Class B Noteholders from amounts on deposit in the Series 2001-2
Distribution Account representing the proceeds of a Letter of Credit
disbursement in an amount equal to the lesser of (i) the remaining Class B Note
Interest Shortfall and (ii) the proceeds of such Letter of Credit disbursement
in an amount equal to the excess of (1) the Series 2001-2 Letter of Credit
Amount as of the date of such Liquidity Event over (2) the excess of Minimum
Liquidity Amount as of such date over the Cash Liquidity Amount as of such date
and (y) to the extent of any remaining Class B Note Interest Shortfall, to (in
either order as set forth in the written instructions of the Servicer) (i) pay
the Class B Noteholders from amounts on deposit in the Series 2001-2
Distribution Account representing the proceeds from a Letter of Credit
disbursement in an amount equal to the lesser (1) the remaining Class B Note
Interest Shortfall or (2) the proceeds of such Letter of Credit disbursement
(which may be the entire remaining Series 2001-2 Letter of Credit Amount)
and/or (as necessary) (ii) withdraw from the Series 2001-2 Cash Liquidity
Account the lesser of (1) the amount on deposit in the Series 2001-2 Cash
Liquidity Account and (2) the amount of such Class B Note Interest Shortfall
and pay such amount to the Class B Noteholders.

         (c)      Class C Notes. On each Distribution Date, the Paying Agent
shall, in accordance with the written instruction of the Servicer received
pursuant to Section 4.3(e) hereof, but subject to Section 4.9 of this
Supplement, pay to the Class C Noteholders from the Series 2001-2 Distribution
Account the amount deposited in the Series 2001-2 Distribution Account for the
payment of interest pursuant to Section 4.3(e) of this Supplement and, to the
extent such amount is insufficient to pay all interest payable to the Class C
Noteholders on such Distribution Date (the amount of such insufficiency, a
"Class C Note Interest Shortfall"), the Servicer shall instruct the Trustee in
writing (a)(x) if an Insolvency Period is continuing, to withdraw from the
Series 2001-2 Cash Liquidity Account the lesser of (i) the amount on deposit in
the Series 2001-2 Cash Liquidity Account and (ii) the amount of such Class C
Note Interest Shortfall and pay such amount to the Class C Noteholders and (y)
to the extent of any remaining Class C Note Interest Shortfall, to withdraw
from the Series 2001-2 Excess Funding Account (other than the Series 2001-2
Cash Liquidity Account sub-account thereof) the lesser of (i) the amount on
deposit in the Series 2001-2 Excess Funding Account (other than the Series
2001-2 Cash Liquidity Account sub-account thereof) and (ii) the amount of such
remaining Class C Note Interest Shortfall and pay such amount to the Class C
Noteholders, (b) to the extent of any remaining Class C Note Interest
Shortfall, to pay to the Class C Noteholders from amounts on deposit in the
Series 2001-2 Distribution Account representing the proceeds of a claim under
the Demand Note in an amount up to the lesser of (i) the remaining Class C Note
Interest Shortfall and (ii) the proceeds of such payment under the Demand Note
and (c) if a Liquidity Event has occurred (x) to the


                                      49
<PAGE>   53


extent of any remaining Class C Note Interest Shortfall, to pay the Class C
Noteholders from amounts on deposit in the Series 2001-2 Distribution Account
representing the proceeds of a Letter of Credit disbursement in an amount equal
to the lesser of (i) the remaining Class C Note Interest Shortfall and (ii) the
proceeds of such Letter of Credit disbursement in an amount equal to the excess
of (1) the Series 2001-2 Letter of Credit Amount as of the date of such
Liquidity Event over (2) the excess of Minimum Liquidity Amount as of such date
over the Cash Liquidity Amount as of such date and (y) to the extent of any
remaining Class C Note Interest Shortfall, to (in either order as set forth in
the written instructions of the Servicer) (i) pay the Class C Noteholders from
amounts on deposit in the Series 2001-2 Distribution Account representing the
proceeds from a Letter of Credit disbursement in an amount equal to the lesser
(1) the remaining Class C Note Interest Shortfall or (2) the proceeds of such
Letter of Credit disbursement (which may be the entire remaining Series 2001-2
Letter of Credit Amount) and/or (as necessary) (ii) withdraw from the Series
2001-2 Cash Liquidity Account the lesser of (1) the amount on deposit in the
Series 2001-2 Cash Liquidity Account and (2) the amount of such Class C Note
Interest Shortfall and pay such amount to the Class C Noteholders.

         Section 4.5       Payment of Note Principal.

         (a)      Class A Notes.

                  (i)      Commencing on the second Determination Date after
         the commencement of the Class A Controlled Amortization Period or the
         first Determination Date after the commencement of the Series 2001-2
         Rapid Amortization Period, the Servicer shall instruct the Trustee and
         the Paying Agent in writing as to the amount of Principal Collections
         allocated to the Class A Notes during the Related Month pursuant to
         Section 4.2(b)(s)(ii) or 4.2(c)(s)(ii) of this Supplement (such
         amount, the "Monthly Principal Allocation"). Commencing on the second
         Distribution Date after the commencement of the Series 2001-2
         Controlled Amortization Period or the first Distribution Date after
         the commencement of the Series 2001-2 Rapid Amortization Period the
         Trustee shall withdraw at the written direction of the Servicer such
         amount from the Series 2001-2 Collection Account and deposit such
         amount in the Series 2001-2 Distribution Account, to be paid pro rata
         to the holders of the Class A Notes on account of payment of principal
         and, to the extent that the Monthly Principal Allocation is
         insufficient to pay all principal due in respect of the Class A Notes
         on such Distribution Date (the amount of such insufficiency, a "Class
         A Principal Shortfall"), the Servicer shall instruct the Paying Agent
         in writing (a) to withdraw from the Series 2001-2 Excess Funding
         Account the lesser of (i) the amount on deposit in the Series 2001-2
         Excess Funding Account in excess of the Cash Liquidity Amount (after
         giving effect to any reduction thereof pursuant to Section 4.4) and
         (ii) the amount of such Class A Principal Shortfall, (b) to the extent
         of any remaining Class A Principal Shortfall, to apply to the payment
         thereof Principal Collections with respect to any other Series of
         Notes which pursuant to Section 5.2(d) of the Base Indenture are
         available on such Distribution Date to pay principal of the Series
         2001-2 Notes (up to the amount of such Class A Principal Shortfall
         remaining) and (c) to the extent of any remaining Class A Principal
         Shortfall, to apply amounts on deposit in the Series 2001-2
         Distribution Account representing the proceeds of a claim made under
         the Demand Note pursuant to Section 4.12 of this Supplement or Letter
         of Credit disbursement pursuant to Section 4.11 of this Supplement up
         to the least of (i) the


                                      50
<PAGE>   54


         remaining Class A Principal Shortfall, (ii) the Permitted Principal
         Draw Amount and (iii) the proceeds of such claim under the Demand Note
         or Letter of Credit disbursement remaining after any application
         thereof pursuant to Section 4.4; provided, however, that with respect
         to the Series 2001-2 Termination Date, the Trustee shall, in
         accordance with the written instructions of the Servicer, withdraw
         from the Series 2001-2 Collection Account an amount which (in the
         aggregate) is no greater than the sum of the Class A Invested Amount
         as of the end of the day on the preceding Record Date and the amounts
         described in Section 4.15 of this Supplement. The Invested Amount of
         all Outstanding Class A Notes and the amounts described in Section
         4.15 of this Supplement shall be due and payable on the Series 2001-2
         Termination Date.

                  (ii)     On each Distribution Date occurring on or after the
         date a withdrawal is made pursuant to Section 4.5(a)(i) 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 4.5(a)(i) hereof, pay to the Class A
         Noteholders the amount deposited in the Series 2001-2 Distribution
         Account for the payment of principal pursuant to Section 4.5(a)(i) of
         this Supplement.

         (b)      Class B Notes.

                  (i)      Commencing on the second Determination Date after
         the commencement of the Class B Controlled Amortization Period or the
         first Determination Date after the commencement of the Series 2001-2
         Rapid Amortization Period, provided that the Class A Notes have been
         paid in full, the Servicer shall instruct the Trustee and the Paying
         Agent in writing as to the amount allocated to the Class B Notes
         during the Related Month pursuant to Sections 4.2(b)(s)(ii) and
         4.2(c)(s)(ii) of this Supplement. Commencing on the second
         Distribution Date after the commencement of the Series 2001-2
         Controlled Amortization Period or the first Distribution Date after
         the commencement of the Series 2001-2 Rapid Amortization Period, the
         Trustee shall at the written direction of the Servicer, subject to
         Section 4.9 of this Supplement, withdraw such amount from the Series
         2001-2 Collection Account and deposit such amount in the Series 2001-2
         Distribution Account, to be paid pro rata to the holders of the Class
         B Notes on account of payment of principal and, to the extent that the
         Monthly Principal Allocation is insufficient to pay all principal due
         in respect of the Class B Notes on such Distribution Date (the amount
         of such insufficiency a "Class B Principal Shortfall"), the Servicer
         shall instruct the Paying Agent in writing (a) to withdraw from the
         Series 2001-2 Excess Funding Account the lesser of (i) the amount on
         deposit in the Series 2001-2 Excess Funding Account in excess of the
         Cash Liquidity Amount (after giving effect to any reduction thereof
         pursuant to Section 4.4 and 4.5(a)) and (ii) the amount of such Class
         B Principal Shortfall, (b) to the extent of any remaining Class B
         Principal Shortfall, to apply to the payment thereof Principal
         Collections with respect to any other Series of Notes which pursuant
         to Section 5.2(d) of the Base Indenture are available on such
         Distribution Date to pay principal of the Series 2001-2 Notes (up to
         the amount of such Class B Principal Shortfall remaining) and (c) to
         the extent of any remaining Class B Principal Shortfall, to apply
         amounts on deposit in the Series 2001-2 Distribution Account
         representing the proceeds of a claim made under the Demand Note
         pursuant to Section 4.12 of this Supplement or Letter of Credit
         disbursement pursuant to Section 4.11


                                      51
<PAGE>   55


         of this Supplement up to the least of (i) the remaining Class B
         Principal Shortfall, (ii) the Permitted Principal Draw Amount and
         (iii) the proceeds of such claim under the Demand Note or Letter of
         Credit disbursement remaining after any application thereof pursuant
         to Section 4.4 or 4.5(a); provided, however, that with respect to the
         Series 2001-2 Termination Date, the Trustee shall withdraw from the
         Series 2001-2 Collection Account an amount which (in the aggregate) is
         no greater than the sum of the Class B Invested Amount as of the end
         of the day on the preceding Record Date and the amounts described in
         Section 4.15 of this Supplement. Subject to Section 4.9 of this
         Supplement, the Invested Amount of all Outstanding Class B Notes and
         the amounts described in Section 4.15 of this Supplement shall be due
         and payable on the Series 2001-2 Termination Date.

                  (ii)     On each Distribution Date occurring on or after the
         date a withdrawal is made pursuant to Section 4.5(b)(i) of this
         Supplement, the Paying Agent shall, in accordance with the written
         instruction of the Servicer pursuant to Section 4.5(b)(i) hereof, and
         the written instruction of the Servicer pursuant to Section 4.5(b)(i)
         hereof, pay to the Class B Noteholders the amount deposited in the
         Series 2001-2 Distribution Account for the payment of principal
         pursuant to Section 4.5(b)(i) of this Supplement.

         (c)      Class C Notes.

                  (i)      Commencing on the second Determination Date after
         the commencement of the Class C Controlled Amortization Period or the
         first Determination Date after the commencement of the Series 2001-2
         Rapid Amortization Period, provided that the Class A Notes and the
         Class B Notes have been paid in full, the Servicer shall instruct the
         Trustee and the Paying Agent in writing as to the amount allocated to
         the Class C Notes during the Related Month pursuant to Sections
         4.2(b)(s)(ii) and 4.2(c)(s)(ii) of this Supplement. Commencing on the
         second Distribution Date after the commencement of the Series 2001-2
         Controlled Amortization Period or the first Distribution Date after
         the commencement of the Series 2001-2 Rapid Amortization period, the
         Trustee shall, at the written direction of the Servicer, subject to
         Section 4.9 of this Supplement, withdraw such amount from the Series
         2001-2 Collection Account and deposit such amount in the Series 2001-2
         Distribution Account, to be paid pro rata to the holders of the Class
         C Notes on account of payment of principal and, to the extent that the
         Monthly Principal Allocation is insufficient to pay all principal due
         in respect of the Class C Notes on such Distribution Date (the amount
         of such insufficiency a "Class C Principal Shortfall"), the Servicer
         shall instruct the Paying Agent in writing (a) to withdraw from the
         Series 2001-2 Excess Funding Account the lesser of (i) the amount on
         deposit in the Series 2001-2 Excess Funding Account in excess of the
         Cash Liquidity Amount (after giving effect to any reduction thereof
         pursuant to Section 4.4, 4.5(a) and 4.5(b)) and (ii) the amount of
         such Class C Principal Shortfall, (b) to the extent of any remaining
         Class C Principal Shortfall, to apply to the payment thereof Principal
         Collections with respect to any other Series of Notes which pursuant
         to Section 5.2(d) of the Base Indenture are available on such
         Distribution Date to pay principal of the Series 2001-2 Notes (up to
         the amount of such Class C Principal Shortfall remaining) and (c) to
         the extent of any remaining Class C Principal Shortfall, to apply
         amounts on deposit in the Series 2001-2 Distribution Account
         representing the proceeds of a claim made under the Demand Note
         pursuant to Section 4.12 of this Supplement or Letter of Credit
         disbursement pursuant to Section 4.11


                                      52
<PAGE>   56


         of this Supplement up to the least of (i) the remaining Class C
         Principal Shortfall, (ii) the Permitted Principal Draw Amount and
         (iii) the proceeds of such claim under the Demand Note or Letter of
         Credit disbursement remaining after any application thereof pursuant
         to Section 4.4 or 4.5(a) or 4.5(b) hereof; provided, however, that
         with respect to the Series 2001-2 Termination Date, the Trustee shall
         withdraw from the Series 2001-2 Collection Account an amount which (in
         the aggregate) is no greater than the sum of the Class C Invested
         Amount as of the end of the day on the preceding Record Date and the
         amounts described in Section 4.15 of this Supplement. Subject to
         Section 4.9 of this Supplement, the Invested Amount of all Outstanding
         Class C Notes and the amounts described in Section 4.15 of this
         Supplement shall be due and payable on the Series 2001-2 Termination
         Date.

                  (ii)     on each Distribution Date occurring on or after the
         date a withdrawal is made pursuant to Section 4.5(c)(i) of this
         Supplement, the Paying Agent shall, in accordance with the written
         instructions of the Servicer received pursuant to Section 4.5(c)(i)
         hereof, pay to the Class C Noteholders the amount deposited in the
         Series 2001-2 Distribution Account for the payment of principal
         pursuant to Section 4.5(c)(i) of this Supplement.

         Section 4.6       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 Series 2001-2 Collection Account, the Series 2001-2 Excess Funding Account
or the Series 2001-2 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 (including the
account(s) from which withdrawals are to be made) 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 4.7       Budget Distribution Account. On each Distribution
Date, the Servicer shall instruct the Trustee and Paying Agent to transfer to
the Budget Distribution Account (i) all funds in the Collection Account
allocable to Group V Vehicles 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.

         Section 4.8       Series 2001-2 Distribution Account.

         (a)      Establishment of Series 2001-2 Distribution Account. The
Trustee shall establish and maintain in the name of the Trustee for the benefit
of the Class A Noteholders, or cause to be established and maintained, an
account (the "Series 2001-2 Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Class A Noteholders. The Series 2001-2 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 2001-2 Distribution Account. If the Series 2001-2
Distribution


                                       53
<PAGE>   57
Account is not maintained in accordance with the previous sentence, the Servicer
shall establish a new Series 2001-2 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
2001-2 Distribution Account into the new Series 2001-2 Distribution Account.
Initially, the Series 2001-2 Distribution Account will be established with the
Trustee.

         (b)      Administration of the Series 2001-2 Distribution Account. The
Servicer shall instruct in writing the institution maintaining the Series
2001-2 Distribution Account to invest funds on deposit in the Series 2001-2
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 2001-2 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 2001-2 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 2001-2 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 2001-2 Distribution Account. All interest and earnings
(net of losses and investment expenses) on funds on deposit in the Series
2001-2 Distribution Account shall be deemed to be available and on deposit for
distribution.

         (d)      Series 2001-2 Distribution Account Constitutes Additional
Collateral for Series 2001-2 Notes. In order to secure and provide for the
repayment and payment of the TFFC Obligations with respect to the Series 2001-2
Notes, TFFC hereby assigns, pledges, grants, transfers and sets over to the
Trustee, for the benefit of the Series 2001-2 Noteholders, all of TFFC's right,
title and interest in and to the following (whether now or hereafter existing
and whether now owned or hereafter acquired): (i) the Series 2001-2
Distribution Account; (ii) all funds on deposit therein from time to time;
(iii) all certificates and instruments, if any, representing or evidencing any
or all of the Series 2001-2 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 2001-2 Distribution Account; and
(v) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (v) are
referred to, collectively, as the "Series 2001-2 Distribution Account
Collateral"). The Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Series 2001-2 Distribution Account
and in all proceeds thereof. The Series 2001-2 Distribution Account Collateral
shall be under the sole dominion and control of the Trustee for the benefit of
the Series 2001-2 Noteholders.

         Section 4.9       Subordination of Class B Notes and Class C Notes.
Notwithstanding anything to the contrary contained herein or in any other
Related Document, the Class B Notes and the Class C Notes will be subordinate
in all respects to the Class A Notes and the Class C Notes will be subordinate
in all respects to the Class B Notes. No payments on account of principal shall
be made with respect to the Class B Notes or the Class C Notes until the Class
A


                                      54
<PAGE>   58


Notes have been paid in full and no payments on account of interest shall be
made with respect to the Class B Notes or Class C Notes until all payments of
interest then due and payable with respect to the Class A Notes (including,
without limitation, all accrued interest, all interest accrued on such accrued
interest, and all Class A Deficiency Amounts) have been paid in full. No
payments on account of principal shall be made with respect to the Class C
Notes until the Class A and Class B Notes have been paid in full and no
payments on account of interest shall be made with respect to the Class C Notes
until all payments of interest then due and payable with respect to the Class A
and Class B Notes (including, without limitation, all accrued interest, all
interest accrued on such accrued interest, and all Class A and Class B
Deficiency Amounts) have been paid in full.

         Section 4.10      Application of Cash Liquidity Amount; Allocation of
Certain Amounts to Interest.

         (a)      Application of Cash Liquidity Amount. Notwithstanding
anything to the contrary contained herein or in any other Related Document,
funds in an amount not less than the Cash Liquidity Amount shall at all times,
except as specified in this Section 4.10, be retained in the Series 2001-2 Cash
Liquidity Account, and such retained funds (i) shall not be used to pay the
principal amount of other Series or to finance or acquire Vehicles pursuant to
Section 4.2(f)(A) or otherwise, (ii) shall not be transferred to the Budget
Interest Account, and (iii) shall not be used to pay interest or principal on
the Series 2001-2 Notes pursuant to Sections 4.3 through 4.6. Except as
specified in this Section, upon the occurrence and during the continuance of an
Event of Bankruptcy (without giving effect to any grace period granted in the
definition thereof set forth in the Base Indenture) with respect to Budget or a
Substantial Lessee, upon the commencement of and during the related Insolvency
Period or after the occurrence of another Liquidity Event, funds that have been
retained in the Series 2001-2 Cash Liquidity Account pursuant to this Section
4.10 may be used to pay the following amounts in the following priority:
interest in respect of the Class A Notes, interest in respect of the Class B
Notes, interest in respect of the Class C Notes, the payment of up to $500,000
in legal fees and disbursements provided for in Section 4.3(a) of this
Supplement and the fees of any successor Servicer provided for in Section
4.3(b) of this Supplement then currently due and payable, pursuant to the Base
Indenture as supplemented by this Supplement, in respect of the Series 2001-2
Notes; provided, however, upon a Liquidity Event (other than a Liquidity Event
related to a Bankruptcy Event of Budget or a Substantial Lessee) the use of the
Cash Liquidity Amount to pay such amounts shall be limited as set forth
Sections 4.4(a), (b) and (c).

         (b)      Allocation of Certain Amounts to Interest. Notwithstanding
anything to the contrary set forth in the Indenture, for (i) the period
beginning on the date of the occurrence of any Event of Bankruptcy (without
giving effect to any grace period granted in the definition thereof set forth
in the Base Indenture) and ending on the earlier of (x) the date that is nine
months after the occurrence of an Event of Bankruptcy (without giving effect to
any grace period granted in the definition thereof set forth in the Base
Indenture) with respect to Budget or a Substantial Lessee and (y) the date on
which the underlying case, application or petition with respect to such Event
of Bankruptcy is withdrawn or dismissed or any stay thereunder in respect of
the Trustee is lifted (any such period, an "Insolvency Period") or (ii) the
period beginning on the date of the occurrence of another Liquidity Event and
continuing while such Liquidity Event remains uncured, all Disposition
Proceeds, Guaranteed Payments and Repurchase Prices


                                      55
<PAGE>   59


received by the Issuer or the Trustee (including by deposit into the Series
2001-2 Collection Account) during the period from and including the date of
such occurrence to but excluding the 30th day thereafter, in an amount not to
exceed the Liquidity Event Reallocated Amount, shall be deposited into the
Series 2001-2 Cash Liquidity Account and shall be allocated and distributed
solely as amounts on deposit in the Series 2001-2 Cash Liquidity Account are
allocated pursuant to this Supplement. Upon the expiration of the period
described in clauses (i) and (ii) of this Section 4.10(b), Disposition
Proceeds, Guaranteed Payments and Repurchase Prices shall be allocated and
distributed in accordance with this Article 4 (exclusive of this Section
4.10(b)).

         (c)      Calculation of Permitted Principal Draw Amount and
Accumulated Principal Draw Amount. Upon the occurrence of any Event of
Bankruptcy (without giving effect to any grace period granted in the definition
thereof set forth in the Base Indenture) with respect to Budget or any other
Liquidity Event, the Servicer shall calculate the Available Draw Amount as of
the date of the occurrence of such Event of Bankruptcy or such other Liquidity
Event, as the case may be, and thereafter, on each Business Day, and following
each draw under the Series 2001-2 Letter of Credit pursuant to Section 4.11 of
this Supplement, until the termination of the related Insolvency Period or cure
of the related Liquidity Event, as applicable, the Servicer shall calculate the
Permitted Principal Draw Amount then in effect, and shall inform the Trustee of
such amount. Following each draw on the Series 2001-2 Letter of Credit after a
Liquidity Event, the Servicer shall calculate the Accumulated Principal Draw
Amount after giving effect to such draw, and shall promptly inform the Trustee
in writing of such amount.

         (d)      Funding of Cash Liquidity Account. If at any time the Trustee
shall determine that, for the first time since the Series 2001-2 Closing Date,
(i) the Cash Liquidity Amount has become greater than $0, or (ii) an Insolvency
Period Commencement Date or another Liquidity Event shall have occurred, the
Trustee shall deposit into the Series 2001-2 Cash Liquidity Account any Group V
Collections that are required to be deposited therein pursuant to Article 4 of
this Supplement, and shall at all times when required by this Supplement make
withdrawals from the Series 2001-2 Cash Liquidity Account in the amounts and at
times required under Article 4 of this Supplement.

         Section 4.11      Draw on Letter of Credit. (a) On or before the
second Business Day prior to each Distribution Date, the Servicer shall notify
the Trustee pursuant to the Group V Lease of the amount of the Series 2001-2
Lease Payment Deficit.

         (b)      So long as the Letter of Credit shall not have been
terminated, on any Distribution Date on which a Series 2001-2 Lease Payment
Deficit exists as indicated in a notice delivered to the Trustee in accordance
with subsection (a) above or on the Monthly Servicer's Report, the Trustee
shall, by 1:00 p.m. (New York City time) on such Distribution Date, draw on the
Letter of Credit by presenting a draft in the amount equal to the least of (i)
the Series 2001-2 Lease Payment Deficit, (ii) the Available Funds Shortfall and
(iii) the Series 2001-2 Letter of Credit Amount on such Business Day
accompanied by a Certificate of Credit Demand in the form of Annex A to the
Letter of Credit. The proceeds of such draw shall be deposited in the Series
2001-2 Distribution Account to the extent of the sum of any Class A Note
Interest Shortfall and (subject to Section 4.5(a)(i)) any Class A Note
Principal Shortfall and any remaining proceeds of such draw shall be deposited
in the Series 2001-2 Distribution Account to the extent of the sum of any Class
B Note Interest Shortfall and (subject to Section 4.5(b)(i)) any Class B
Principal


                                      56
<PAGE>   60


Shortfall and any remaining proceeds of such draw shall be deposited in the
Series 2001-2 Distribution Account to the extent of the sum of any Class C Note
Interest Shortfall and (subject to Section 4.5(c)(i)) any Class C Principal
Shortfall and any remaining proceeds of such draw shall be deposited in the
Series 2001-2 Cash Liquidity Account.

         (c)      So long as the Letter of Credit shall not have been
terminated, on any Distribution Date on which (x) Budget fails to make full and
timely payment under the Demand Note after receipt of a demand for payment
thereunder pursuant to Section 4.12 hereof, (y) a demand for payment by Budget
under the Demand Note could be made pursuant to Section 4.12 hereof but is
prevented from being made as a result of the operation of any bankruptcy or
insolvency law or (z) a payment made by Budget under the Demand Note pursuant
to Section 4.12 hereof has been avoided and recovered pursuant to Sections 547
and 550 of Title 11 of the United States Code on or before such date, the
Trustee may, by 1:00 p.m. (New York City time) on such Distribution Date, draw
on the Letter of Credit by presenting a draft in the amount equal to the lesser
of (i) the unpaid amount in the case of clause (x) above, the amount of the
stayed demand for payment in the case of clause (y) above or the amount avoided
and recovered in the case of clause (z) above and (ii) the Series 2001-2 Letter
of Credit Amount on such Business Day accompanied by a Certificate of Credit
Demand in the form of Annex A to the Letter of Credit. The proceeds of such
draw shall be deposited in the Series 2001-2 Distribution Account.

         Section 4.12      Draw on the Demand Note. On each Determination Date,
the Servicer shall determine the aggregate amount, if any, of Disposition
Losses that have occurred during the Related Month. In the event that all
Disposition Losses occurring during such Related Month exceed the amount of all
Recoveries received during such Related Month, the Servicer shall, at or before
12:30 p.m. (New York City time) on such Determination Date, notify the Trustee
of the aggregate amount of such net Disposition Losses (the "Net Disposition
Losses") and the portion thereof constituting Series 2001-2 Disposition Losses,
and the Trustee shall, prior to 5:00 p.m. (New York City time) on such date, as
specified in such notice from the Servicer, transmit to Budget a demand for
payment (each, a "Demand Notice") under the Demand Note in the amount of the
lesser of (x) the outstanding amount of such Demand Note and (y) the portion of
such Series 2001-2 Disposition Losses for the Related Month which, pursuant to
Section 4.2(e), are allocated to a draw on the Demand Note, in each case such
payment to be made prior to the next succeeding Distribution Date by deposit of
funds into the Series 2001-2 Distribution Account in the specified amount for
application pursuant to Section 4.4(a), (b) and (c) and Section 4.5(a),(b) and
(c), as necessary.

         Section 4.13      Series 2001-2 Cash Collateral Account.

         (a)      Establishment of Series 2001-2 Cash Collateral Account. In
the event that (i) prior to the date which is 30 days prior to the Series
2001-2 Letter of Credit Expiration Date there shall not have been appointed a
successor Letter of Credit Provider or, in the alternative, credit enhancement
for the Lease payments to be made by the Lessees and for Budget's obligations
under the Demand Note shall not have otherwise been provided, in each case, as
permitted under the Indenture, or (ii) the Trustee receives notice from Budget
informing the Trustee of the pending termination of the Letter of Credit or
upon the downgrade of the Letter of Credit Provider's short-term debt credit
rating below "A-1" by Standard & Poor's, "P-1" by Moody's or "F-1" by Fitch
then the Trustee shall establish and maintain in the name of the


                                      57
<PAGE>   61


Trustee for the benefit of the Secured Parties, or cause to be established and
maintained, an account (the "Series 2001-2 Cash Collateral Account"), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2001-2 Noteholders. The Series 2001-2 Cash Collateral
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 2001-2 Cash Collateral Account.

         (b)      Deposits into the Series 2001-2 Cash Collateral Account.

                  (i)      Upon the establishment of the Series 2001-2 Cash
         Collateral Account, the Trustee shall draw on the Letter of Credit,
         and deposit in the Series 2001-2 Cash Collateral Account, an amount
         equal to the lesser of (x) the Letter of Credit Amount immediately
         prior to such draw and (y) the outstanding principal amount of the
         Series 2001-2 Notes. Once established, the Series 2001-2 Cash
         Collateral Account will serve in all respects as a replacement for and
         equivalent of the Letter of Credit. Following the establishment of the
         Series 2001-2 Cash Collateral Account, references herein to draws on
         the Letter of Credit shall be construed to refer to withdrawals from
         the Series 2001-2 Cash Collateral Account. When required to make a
         draw under the Letter of Credit, the Trustee shall make such draw from
         the Series 2001-2 Cash Collateral Account in the amount and at such
         time as a draw would have been made under the Letter of Credit.

                  (ii)     Subject to Section 2.3 of the Letter of Credit
         Reimbursement Agreement, funds on deposit in the Series 2001-2 Cash
         Collateral Account may be invested in Permitted Investments by the
         Trustee at the written direction of Budget (and Budget hereby (A)
         appoints the Letter of Credit Provider to act as its agent and give
         such written directions to the Trustee and (B) authorizes the Trustee
         to accept and act upon such written directions as if they were
         provided to the Trustee directly from Budget (provided that the Letter
         of Credit Provider shall not incur any liability in giving or failing
         to give any such written directions)); provided, however, that for
         purposes of determining the availability of funds or balances in the
         Series 2001-2 Cash Collateral Account under the Base Indenture such
         investment earnings shall be excluded to the extent that the aggregate
         funds or balances in the Series 2001-2 Cash Collateral Account exceed
         the Required Letter of Credit Amount. Funds on deposit in the Series
         2001-2 Cash Collateral Account (other than certain earnings on
         Permitted Investments as specified in the preceding sentence) shall be
         available to be applied against the Series 2001-2 Lease Payment
         Deficits until the Series 2001-2 Notes have been paid in full. After
         all distributions required to be made on a Distribution Date have been
         made, the Trustee shall withdraw from the Series 2001-2 Cash
         Collateral Account an amount equal to the lesser of (a) the amount of
         investment earnings during the Related Month with respect to funds or
         balances on deposit in the Series 2001-2 Cash Collateral Account and
         (b) the amount by which the funds or balances on deposit in the Series
         2001-2 Cash Collateral Account exceed the Required Letter of Credit
         Amount and deposit such funds and balances so withdrawn into the
         Budget Distribution Account unless the Trustee has received written
         notice from the Letter of Credit Provider stating that Budget and/or
         the Lessees have not reimbursed the Letter of Credit Provider in full
         in respect of the draw made by the Trustee under the Letter of Credit
         to fund the Series 2001-2 Cash Collateral


                                      58
<PAGE>   62


         Account, in which case, the Trustee shall (and Budget on behalf of
         itself and the other Lessees hereby directs the Trustee to) pay over,
         on behalf of Budget and/or the Lessees, such funds and balances so
         withdrawn to the Letter of Credit Provider in an amount not to exceed
         such unreimbursed amount as specified by the Letter of Credit Provider
         in such written notice and the Trustee shall place any funds and
         balances so withdrawn in excess of such unreimbursed amount into the
         Budget Distribution Account.

         Section 4.14      [RESERVED].

         Section 4.15      Deficiencies in Payments. Notwithstanding anything
in this Supplement or the Base Indenture to the contrary, and notwithstanding
the prior distribution to the Class A Noteholders, the Class B Noteholders or
the Class C Noteholders of the Class A Invested Amount, the Class B Invested
Amount and the Class C Invested Amount of any such Class, any deficiency in
payment to the Noteholders of such Class of the full principal amount of the
Notes of such Class and any accrued and unpaid interest thereon (i) shall
remain due and shall be payable on each Distribution Date to the Noteholders,
first to the Class A Noteholders, then to the Class B Noteholders, and then to
the Class C Noteholders, to the extent of the sufficiency of recoveries,
proceeds, or other assets of the Issuer allocable at any time to the Series
2001-2 Notes, and (ii) any deficiency in such full principal amount and accrued
unpaid interest thereon shall be paid before any distribution in any period of
any amounts in respect of the Budget Interest.


                                   ARTICLE 5

                                   [RESERVED]


                                   ARTICLE 6

                              AMORTIZATION EVENTS

         In addition to the Amortization Events set forth in Section 9.1 of the
Base Indenture, the following shall be Amortization Events with respect to the
Series 2001-2 Notes:

                  (a)      a Series 2001-2 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 2001-2 Credit Support Deficiency in accordance with
         the terms and conditions of this Supplement;

                  (b)      if (i) interest is not paid on any outstanding
         Series 2001-2 Note on any Distribution Date, and remains unpaid for
         five (5) days or (ii) all principal and interest of the Class A Notes,
         the Class B Notes or the Class C Notes is not paid in full on or
         before the Class A Expected Final Distribution Date, the Class B
         Expected Final Distribution Date or the Class C Expected Final
         Distribution Date, as applicable;


                                      59
<PAGE>   63


                  (c)      unless (i) the inclusion of the Series 2001-2 Letter
         of Credit Amount in the Series 2001-2 Credit Support Amount is not
         necessary for the Series 2001-2 Credit Support Amount to equal or
         exceed the Series 2001-2 Minimum Credit Support Amount, or (ii) the
         Series 2001-2 Cash Collateral Account shall theretofore have been
         funded to the full extent required, the Letter of Credit shall not be
         in full force and effect and no substitute credit enhancement shall
         have been obtained;

                  (d)      from and after the funding of the Series 2001-2 Cash
         Collateral Account, the Series 2001-2 Cash Collateral Account shall be
         subject to an injunction, estoppel or other stay or a Lien (other than
         the Lien of the Trustee under the Indenture);

                  (e)      unless (i) the inclusion of the Series 2001-2 Letter
         of Credit Amount in the Series 2001-2 Credit Support Amount is not
         necessary for the Series 2001-2 Credit Support Amount to equal or
         exceed the Series 2001-2 Minimum Credit Support Amount, or (ii) the
         Series 2001-2 Cash Collateral Account shall theretofore have been
         funded to the full extent required, an Event of Bankruptcy shall have
         occurred with respect to the Letter of Credit Provider or the Letter
         of Credit Provider shall repudiate the Letter of Credit or refuse to
         honor a proper draw thereon;

                  (f)      the Minimum Liquidity Amount shall exceed the sum of
         the Cash Liquidity Amount on deposit in the Series 2001-2 Cash
         Liquidity Account and the Series 2001-2 Letter of Credit Amount for a
         period of 14 days;

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

                  (h)      one or more Lessee Partial Wind-Down Events occur
         and are continuing under the Group V Lease with respect to Lessees
         which, in the aggregate, lease Group V Vehicles having an aggregate
         Net Book Value exceeding 10 % of the Net Book Value of all Group V
         Vehicles at the time of such occurrence; or

                  (i)      during any Interest Period after a LIBOR
         Determination Date on which LIBOR equals or exceeds 7%, the Issuer
         shall fail to maintain the Interest Rate Cap in full force and effect
         or obtain a replacement therefor under the provisions of the Interest
         Rate Cap and such failure to maintain the Interest Rate Cap or obtain
         a replacement therefor continues for a period of 30 days.

         In the case of any event described in clauses (a) through (f) and (i)
above, an Amortization Event will be deemed to have occurred with respect to
the Series 2001-2 Notes without notice or other action on the part of the
Trustee or any holders of the Series 2001-2 Notes. In the case of any event
described in clauses (g) and (h) above, an Amortization Event shall be deemed
to have occurred with respect to the Series 2001-2 Notes only if, after any
applicable grace period described in such clauses, either the Trustee, by
written notice to the Issuer, or the Required Noteholders with respect to the
Series 2001-2 Notes, by written notice to the Issuer and the Trustee, declare
that, as of the date of such notice, an Amortization Event has occurred.


                                      60
<PAGE>   64


         The occurrence of the event described in clause (a) or (f) above shall
also be a Series 2001-2 Limited Liquidation Event of Default unless (x) during
the thirty (30) day period after the occurrence thereof the Issuer or the
Servicer shall have cured such event and (y) the Rating Agencies shall have
notified the Issuer, Budget and the Trustee in writing that after the cure of
such event is provided for, the Series 2001-2 Notes will receive the same
ratings from the Rating Agencies as they received prior to the occurrence of
such event.


                                   ARTICLE 7

                          FORM OF SERIES 2001-2 NOTES

         Section 7.1       Class A Notes.

         (a)      Restricted Global Class A Note. Class A Notes to be issued in
the United States will be issued in book-entry form of and represented by a
permanent global Class A Note in fully registered form without interest coupons
(the "Restricted Global Class A Note"), substantially in the form set forth in
Exhibit A-l hereto, with such legends as may be applicable thereto as set forth
in the Base Indenture, and will be sold initially to institutional accredited
investors within the meaning of Regulation D under the Securities Act in
reliance on an exemption from the registration requirements of the Securities
Act and thereafter to qualified institutional buyers within the meaning of, and
in reliance on, Rule 144A under the Securities Act and shall be deposited on
behalf of the purchasers of the Class A Notes represented thereby, with a
custodian for DTC, and registered in the name of Cede as DTC's nominee, duly
executed by TFFC and authenticated by the Trustee in the manner set forth in
Section 2.4 of the Base Indenture.

         (b)      Temporary Global Class A Note; Permanent Global Class A Note.
Class A Notes to be issued outside the United States will be issued and sold in
transactions outside the United States in reliance on Regulation S under the
Securities Act, as provided in the applicable placement agreement, and shall
initially be issued in the form of a temporary global Class A Note in
registered form without interest coupons, substantially in the form of Exhibit
A-2 hereto (the "Temporary Global Class A Note"), which shall be deposited on
behalf of the purchasers of the Class A Notes represented thereby with a
custodian for, and registered in the name of a nominee of DTC, for the accounts
of Morgan Guaranty Trust Company of New York, Brussels office, as operator of
Euroclear and for Clearstream, duly executed by TFFC and authenticated by the
Trustee in the manner set forth in Section 2.4 of the Base Indenture. Interests
in a Temporary Global Class A Note will be exchangeable, in whole or in part,
for interests in a permanent global Class A Note in registered form without
interest coupons, substantially in the form of Exhibit A-3 hereto (the
"Permanent Global Class A Note"), in accordance with the provisions of such
Temporary Global Class A Note and the Base Indenture (as modified by this
Supplement). Interests in a Permanent Global Class A Note will be exchangeable
for definitive Class A Notes in accordance with the provisions of such
Permanent Global Class A Note and the Base Indenture (as modified by this
Supplement).

         Section 7.2       Class B Notes.

         (a)      Restricted Global Class B Note. Class B Notes to be issued in
the United States will be issued in book-entry form of and represented by a
permanent global Class B Note in fully


                                      61
<PAGE>   65


registered form without interest coupons (the "Restricted Global Class B
Note"), substantially in the form set forth in Exhibit B-1 hereto, with such
legends as may be applicable thereto as set forth in the Base Indenture, and
will be sold initially to institutional accredited investors within the meaning
of Regulation D under the Securities Act in reliance on an exemption from the
registration requirements of the Securities Act and thereafter to qualified
institutional buyers within the meaning of, and in reliance on, Rule 144A under
the Securities Act and shall be deposited on behalf of the purchasers of the
Class B Notes represented thereby, with a custodian for DTC, and registered in
the name of Cede as DTC's nominee, duly executed by TFFC and authenticated by
the Trustee in the manner set forth in Section 2.4 of the Base Indenture.

         (b)      Temporary Global Class B Note; Permanent Global Class B Note.
Class B Notes to be issued outside the United States will be issued and sold in
transactions outside the United States in reliance on Regulation S under the
United States Securities Act, as provided in the applicable placement
agreement, and shall initially be issued in the form of a temporary global
Class B Note in registered form without interest coupons, substantially in the
form of Exhibit B-2 hereto (the "Temporary Global Class B Note"), which shall
be deposited on behalf of the purchasers of the Class B Notes represented
thereby with a custodian for, and registered in the name of a nominee of, DTC,
for the accounts of Morgan Guaranty Trust Company of New York, Brussels office,
as operator of Euroclear and for Clearstream, duly executed by TFFC and
authenticated by the Trustee in the manner set forth in Section 2.4 of the Base
Indenture. Interests in a Temporary Global Class A Note will be exchangeable,
in whole or in part, for interests in a permanent global Class B Note in
registered form without interest coupons, substantially in the form of Exhibit
B-3 hereto (the "Permanent Global Class B Note"), in accordance with the
provisions of such Temporary Global Class B Note and the Base Indenture (as
modified by this Supplement). Interests in a Permanent Global Class B Note will
be exchangeable or definitive Class B Notes in accordance with the provisions
of such Permanent Global Class B Note and the Base Indenture.

         Section 7.3       Class C Notes.

         (a)      Restricted Global Class C Note. Class C Notes to be issued in
the United States will be issued in book-entry form of and represented by a
permanent global Class C Note in fully registered form without interest coupons
(the "Restricted Global Class C Note"), substantially in the form set forth in
Exhibit C-1 hereto, with such legends as may be applicable thereto as set forth
in the Base Indenture, and will be sold initially to institutional accredited
investors within the meaning of Regulation D under the Securities Act in
reliance on an exemption from the registration requirements of the Securities
Act and thereafter to qualified institutional buyers within the meaning of, and
in reliance on, Rule 144A under the Securities Act and shall be deposited on
behalf of the purchasers of the Class C Notes represented thereby, with a
custodian for DTC, and registered in the name of Cede as DTC's nominee, duly
executed by TFFC and authenticated by the Trustee in the manner set forth in
Section 2.4 of the Base Indenture.

         (b)      Temporary Global Class C Note; Permanent Global Class C Note.
Class C Notes to be issued outside the United States will be issued and sold in
transactions outside the United States in reliance on Regulation S under the
United States Securities Act, as provided in the applicable placement
agreement, and shall initially be issued in the form of a temporary global
Class C Note in registered form without interest coupons, substantially in the
form of


                                      62
<PAGE>   66


Exhibit C-2 hereto (the "Temporary Global Class C Note"), which shall be
deposited on behalf of the purchasers of the Class C Notes represented thereby
with a custodian for, and registered in the name of a nominee of, DTC, for the
accounts of Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear and for Clearstream, duly executed by TFFC and
authenticated by the Trustee in the manner set forth in Section 2.4 of the Base
Indenture. Interests in a Temporary Global Class C Note will be exchangeable,
in whole or in part, for interests in a permanent global Class C Note in
registered form without interest coupons, substantially in the form of Exhibit
C-3 hereto (the "Permanent Global Class C Note"), in accordance with the
provisions of such Temporary Global Class C Note and the Base Indenture (as
modified by this Supplement). Interests in a Permanent Global Class C Note will
be exchangeable for definitive Class C Notes in accordance with the provisions
of such Permanent Global Class C Note and the Base Indenture.

         Section 7.4       Issuances of Additional Notes. (a) From time to time
during the Series 2001-2 Revolving Period, TFFC may, subject to the conditions
set forth in clause (b) below, issue Additional Notes which will be identical
in all respects to the other Series 2001-2 Notes of the corresponding Class and
will be equally and ratably entitled to the benefits of the Indenture without
preference, priority or distinction. The initial principal amount of all
Additional Notes shall be allocated pro rata among the Class A Notes, the Class
B Notes and the Class C Notes (based on the outstanding Invested Amount of each
such Class) and the Class A Invested Amount (and Aggregate Principal Balance),
the Class B Invested Amount (and Aggregate Principal Balance) and the Class C
Invested Amount (and Aggregate Principal Balance) will be increased
accordingly.

         (b)      Additional Notes may be issued only upon satisfaction of the
following conditions: (i) after giving effect to the issuance of such
Additional Notes, no Series 2001-2 Credit Support Deficiency or Asset Amount
Deficiency will exist, (ii) the Trustee shall have received confirmation from
each Rating Agency rating the Series 2001-2 Notes that the issuance of such
Additional Notes will not result in the reduction or withdrawal of the rating
of any class of Series 2001-2 Notes, (iii) the excess of the principal amount
of the Additional Notes over their issue price will not exceed the maximum
amount permitted under the Code without the creation of original issue
discount; (iv) the Trustee shall have received an opinion of counsel to the
effect that (A) the Additional Notes will be characterized as indebtedness of
the Issuer for federal income tax purposes, (B) subject to the considerations
applicable to each Class A Noteholder, Class B Noteholder and Class C
Noteholder, the Class A Notes, the Class B Notes and the Class C Notes will not
be subject to the Florida intangible personal property tax and (C) the issuance
of the Additional Notes will not adversely affect the characterization of the
Series 2001-2 Notes (or any class thereof) as debt and (v) no Amortization
Event (or event which, with the passage of time, the giving of notice, or both,
would become an Amortization Event) shall have occurred, which is continuing or
would result from the issuance of such Additional Notes.

         Section 7.5       Denominations. The Class A Notes, Class B Notes and
Class C Notes shall be in denominations of $100,000 and integral multiples of
$1,000 in excess thereof.


                                      63
<PAGE>   67


                                   ARTICLE 8

                                    GENERAL

         (a)      Repurchase. The Class A Notes are subject to repurchase by
the Issuer in whole, but not in part, on any Distribution Date. The Class B
Notes are subject to repurchase by the Issuer in whole, but not in part, on any
Distribution Date on or after which the Class A Notes have been paid in full.
The Class C Notes are subject to repurchase by the Issuer in whole, but not in
part, on any Distribution Date on or after which the Class B Notes have been
paid in full. The purchase price for any such repurchase of Series 2001-2 Notes
shall equal the Aggregate Principal Balance of such Notes (determined after
giving effect to any payment of principal and interest on such Distribution
Date), plus accrued and unpaid interest on such Aggregate Principal Balance,
plus, if applicable, a prepayment premium pursuant to Section 8(a)(i), (ii) or
(iii).

                  (i)      Class A Prepayment Premium. A prepayment premium
         (the "Class A Prepayment Premium") shall be payable to the holders of
         the Class A Notes upon any repurchase of the Class A Notes by the
         Issuer when the Aggregate Principal Balance of such Class A Notes on
         the date of such repurchase is greater than 10% of the Class A Initial
         Invested Amount. The Class A Prepayment Premium shall equal the amount
         of interest that would have accrued on the Aggregate Principal Balance
         of the Class A Notes so prepaid (assuming that (i) no Amortization
         Event occurs with respect to the Class A Notes, (ii) the Class A
         Noteholders are paid the Class A Controlled Distribution Amount on
         each of the scheduled Distribution Dates for the period commencing
         with the Distribution Date on which such repurchase is effected and
         ending on the Class A Expected Final Distribution Date, and (iii)
         interest accrues on such Class A Notes at a rate equal to 0.49%),
         discounted to present value to such Distribution Date at a rate equal
         to LIBOR in effect on such Distribution Date plus 0.49%.

                  (ii)     Class B Prepayment Premium. A prepayment premium
         (the "Class B Prepayment Premium") shall be payable to the holders of
         the Class B Notes upon any repurchase of the Class B Notes by the
         Issuer when the Aggregate Principal Balance of such Class B Notes on
         the date of such repurchase is greater than 10% of the Class A Initial
         Invested Amount. The Class B Prepayment Premium shall equal the amount
         of interest that would have accrued on the Aggregate Principal Balance
         of the Class B Notes so prepaid (assuming that (i) no Amortization
         Event occurs with respect to the Class B Notes, (ii) the Class B
         Noteholders are paid the Class B Controlled Distribution Amount on
         each of the scheduled Distribution Dates for the period commencing
         with the Distribution Date on which such repurchase is effected and
         ending on the Class B Expected Final Distribution Date, and (iii)
         interest accrues on such Class B Notes at a rate equal to 0.94%),
         discounted to present value to such Distribution Date at a rate equal
         to LIBOR in effect on such Distribution Date plus 0.94%.

                  (iii)    Class C Prepayment Premium. A prepayment premium
         (the "Class C Prepayment Premium") shall be payable to the holders of
         the Class C Notes upon any repurchase of the Class C Notes by the
         Issuer when the Aggregate Principal Balance of such Class C Notes on
         the date of such repurchase is greater than 10% of the Class C Initial
         Invested Amount. The Class C Prepayment Premium shall equal the amount
         of


                                      64
<PAGE>   68


         interest that would have accrued on the Aggregate Principal Balance of
         the Class C Notes so prepaid (assuming that (i) no Amortization Event
         occurs with respect to the Class C Notes, (ii) the Class C Noteholders
         are paid the Class C Controlled Distribution Amount on each of the
         scheduled Distribution Dates for the period commencing with the
         Distribution Date on which such repurchase is effected and ending on
         the Class C Expected Final Distribution Date, and (iii) interest
         accrues on such Class C Notes at a rate equal to 1.94%), discounted to
         present value to such Distribution Date at a rate equal to LIBOR in
         effect on such Distribution Date plus 1.94%.

         (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-1:      Form of Restricted Global Class A Note
                  Exhibit A-2:      Form of Temporary Global Class A Note
                  Exhibit A-3:      Form of Permanent Global Class A Note
                  Exhibit B-1:      Form of Restricted Global Class B Note
                  Exhibit B-2:      Form of Temporary Global Class B Note
                  Exhibit B-3:      Form of Permanent Global Class B Note
                  Exhibit C-1:      Form of Restricted Global Class C Note
                  Exhibit C-2:      Form of Temporary Global Class C Note
                  Exhibit C-3:      Form of Permanent Global Class C Note

         (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.(i) (i) This Supplement may be modified or amended
         from time to time in accordance with the terms of the Base Indenture;
         provided, however, that if, pursuant to the terms of the Base
         Indenture or this Supplement, the consent of the Required Noteholders
         is required for an amendment or modification of this Supplement, such
         requirement shall be satisfied if such amendment or modification is
         consented to by Noteholders representing more than 50% of the
         Aggregate Principal Balance of the Series 2001-2 Notes affected
         thereby (including for purposes of determining such aggregate


                                      65
<PAGE>   69


         principal amount, the Aggregate Principal Balances of the Class A
         Notes, the Class B Notes and the Class C Notes, but excluding for
         purposes of such calculation any Series 2001-2 Notes held by Budget or
         any Affiliate thereof); and, provided, further, that if the consent of
         the Required Noteholders is required for a proposed amendment or
         modification of this Supplement that affects only one class (or group
         of classes) of Notes (and does not affect in any material respect, as
         evidenced by an opinion of Counsel to such effect, the other classes,
         as applicable), then such requirement shall be satisfied if such
         amendment or modification is consented to by the Noteholders
         representing more than 50% of the aggregate outstanding principal
         amount of the affected class (or group of classes), but excluding for
         purposes of such calculation any Series 2001-2 Notes held by Budget or
         any Affiliate thereof, without the necessity of obtaining the consent
         of the Required Noteholders in respect of the other classes, as
         applicable. In addition, the Series 2001-2 Supplement may be amended
         or modified from time to time, without the consent of any Noteholder
         but with the consent of the Issuer, Budget and the Trustee and written
         confirmation of the then current ratings on the Series 2001-2 Notes
         from the Rating Agencies to amend the following definitions:
         "Measurement Month," "Measurement Month Average" and "Market Value
         Adjustment Percentage" and to make changes related to such amendments.
         TFFC shall deliver to each Rating Agency notice of any such amendment
         to this Supplement.

                  (ii)     Notwithstanding the foregoing and anything to the
         contrary in the Base Indenture, this Supplement and the Group V Lease
         may be amended without the consent of the Series 2001-2 Noteholders to
         provide for the leasing of vehicles under the Group V Lease of a type
         not provided for as of the Series 2001-2 Issuance Date; provided that
         (A) TFFC shall have delivered to the Trustee Rating Agency
         Confirmation with respect to such amendments, (B) no Amortization
         Event then exists or will result from such amendment or from the
         leasing of such vehicles under the Group V Lease and (C) the Letter of
         Credit Provider shall have consented in writing to such amendments and
         to the leasing of such vehicles under the Group V Lease.

                  (iii)    Discharge of Indenture. Notwithstanding anything to
         the contrary contained in the Base Indenture, (x) no discharge of the
         Indenture pursuant to Section 11.1(b) of the Base Indenture will be
         effective as to the Series 2001-2 Notes without the consent of the
         Required Noteholders and (y) the Indenture shall terminate no earlier
         than the date that is one year and one day after the latest date on
         which Budget pays a demand under the Demand Note.

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

         (i)      Tax Opinion. No State of Virginia tax opinion is required to
be rendered in connection with the issuance of the Series 2001-2 Note.


                                      66
<PAGE>   70


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


                                   TEAM FLEET FINANCING CORPORATION


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



                                   BUDGET GROUP, INC., as Servicer


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



                                   BUDGET GROUP, INC., as Budget Interestholder


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



                                   BANKERS TRUST COMPANY, as Trustee


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


                                      67
<PAGE>   71


                                   Schedule 1

                        Maximum Manufacturer Percentages

<TABLE>
<CAPTION>
         Eligible                                   Eligible Type II
         Repurchase Manufacturers                Repurchase Manufacturers              Maximum Percentage
         ------------------------                ------------------------              ------------------

         <S>                                     <C>                                   <C>
         Ford                                                                                 100%

         Toyota                                                                               100%

         DaimlerChrysler                                                                      100%

                                                           Nissan                             20%

                                                           Hyundai                            10%
</TABLE>


                                Schedule 1 -- 1
<PAGE>   72


                                                                    EXHIBIT A-1
                                                                             TO
                                                       SERIES 2001-2 SUPPLEMENT

                     FORM OF RESTRICTED GLOBAL CLASS A NOTE

REGISTERED                                                 $[                ]*

No. R-1

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                   CUSIP (CINS) NO. 878154 BD 4
                                                          ISIN NO. US878154BD49


         THIS SECURITY 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 CLASS A NOTE, AGREES FOR THE
BENEFIT OF TEAM FLEET FINANCING CORPORATION (THE "COMPANY") THAT THIS CLASS A
NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION
AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY
(UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (3) OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY
THE REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO
THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.18 OF THE BASE INDENTURE,
THIS CLASS A NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A
NOMINEE OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION

---------

*        Denominations of $1,000,000 and integral multiples of $1,000.


                                     A-1-1
<PAGE>   73


OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                        TEAM FLEET FINANCING CORPORATION

              FLOATING RATE RENTAL CAR ASSET BACKED NOTES, CLASS A

         Team Fleet Financing Corporation, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [        DOLLARS], 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
Class A Note shall be due on the Series 2001-2 Termination Date, which is the
December 25, 2004 Distribution Date. However, principal with respect to the
Class A Notes may be paid earlier or later under certain limited circumstances
described in the Indenture. The Company will pay interest on this Class A Note,
at the Class A Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class A Note is paid or made available for
payment, on the principal amount of this Class A Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date). Interest on this Class A Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from _____________, 2001. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Class A Note shall be paid in the manner specified on the
reverse hereof.

         The principal of, and interest on this Class A 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. All payments made by
the Company with respect to this Class A Note shall be applied first to
interest due and payable on this Class A Note as provided above and then to the
unpaid principal of this Class A Note. This Class A Note does not represent an
interest in, or an obligation of, the Servicer, or any affiliate of the
Servicer other than the Company.

         Interests in this Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a Temporary Global Note or a Permanent Global
Note if this Note is a Restricted Global Note (each as defined in the Base
Indenture), in each case of the same Series and class, provided that such
transfer or


                                     A-1-2
<PAGE>   74


exchange complies with Article 2 of the Base Indenture. Interests in this Note
may be exchangeable in whole or in part for duly executed and issued definitive
registered Notes if so provided in Article 2 of the Base Indenture, with the
applicable legends as marked therein, subject to the provisions of the Base
Indenture.

         Reference is made to the further provisions of this Class A Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class A 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 Class A Note does not purport to summarize the
Indenture and 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 4 Albany Street, New York, New York 10006, Attn: 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 Class A 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-1-3
<PAGE>   75


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

Date:             , 2001                     TEAM FLEET FINANCING CORPORATION
     ------------


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


                                     A-1-4
<PAGE>   76


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                               BANKERS TRUST COMPANY,
                                               as Trustee


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


                                     A-1-5
<PAGE>   77


                           [REVERSE OF CLASS A NOTE]

         This Class A Note is one of a duly authorized issue of Class A Notes
of the Company, designated as its Floating Rate Rental Car Asset Backed Notes,
Class A (herein called the "Class A Notes"), all issued under (i) an Amended
and Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture,
as amended or modified, is herein called the "Base Indenture"), among the
Company, Budget Group, Inc., as servicer (the "Servicer"), and as Budget
Interestholder (in such capacity, the "Budget Interestholder") and Bankers
Trust Company, as trustee (the "Trustee", which term includes any successor
Trustee under the Base Indenture), and (ii) a Series 2001-2 Supplement, dated
as of _____________, 2001 (the "Series 2001-2 Supplement"), among the Company,
the Servicer, the Budget Interestholder and the Trustee. The Base Indenture and
the Series 2001-2 Supplement are referred to herein as the "Indenture." The
Class A Notes are subject to all terms of the Indenture. All terms used in this
Class A Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

         The Class A Notes are and will be equally and ratably secured by the
Class A Collateral pledged as security therefor as provided in the Indenture
and the Series 2001-2 Supplement.

         Principal of the Class A Notes will be payable on each Distribution
Date in an amount described in the Indenture. "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 _______________, 2001.

         As described above, the entire unpaid principal amount of this Class A
Note shall be due and payable on the Series 2001-2 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 2001-2 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class A Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class A Notes shall be made pro rata to the
Noteholders entitled thereto.

         Payments of interest on this Class A Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class A Note, shall be made by check
mailed first class to the Person whose name appears as the Holder of record of
this Class A Note (or one or more predecessor Class A Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class A Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class A
Note be submitted for notation of payment. Any reduction in the principal
amount of this Class A Note (or any one or more predecessor Class A Notes)
effected by any payments made on any Distribution Date shall be binding upon
all future Holders of this Class A Note and of any Class A Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not


                                     A-1-6
<PAGE>   78


noted thereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A Note on a Distribution Date, then the Trustee, in the name of and
on behalf of the Company, will notify the Person who was the registered Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
within five days of such Distribution Date and the amount then due and payable
shall be payable only upon presentation and surrender of this Class A Note at
the Trustee's principal Corporate Trust Office.

         The Company shall pay interest on overdue installments of interest at
the Class A Note Rate to the extent lawful.

         As provided in the Indenture, the Class A Notes are subject to
repurchase by the Issuer in whole but not in part on any Distribution Date. If
on any such Distribution Date, the Aggregate Principal Balance of the Class A
Notes is greater than $[ ], a prepayment premium shall be paid as set forth in
the Series 2001-2 Supplement.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A Note may be registered on the Note
Register upon surrender of this Class A 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 Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in The City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the Trustee
may reasonable require, and thereupon one or more new Class A 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 Class A 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 Noteholder or Note Owner, by acceptance of a Class A Note or, in
the case of a Note Owner, a beneficial interest in a Class A Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Company, the Servicer or the Trustee on the Class A
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer 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 or the Servicer in its individual capacity, any holder of a beneficial
interest in the Company, the Servicer or the Trustee or of any successor or
assign of the Trustee or the Servicer 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 Class A Note, subject to
Section 13.18 of the Base Indenture.


                                     A-1-7
<PAGE>   79


         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents and warrants that
it is either (a) not a Benefit Plan or (b), if the foregoing is not the case,
(i) that its purchase and holding of the Note will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") or (ii) if the Noteholder or Note Owner is an
"insurance company general account", as such term is defined in Prohibited
Transaction Exemption ("PTE") 95-60 (issued July 12, 1995), there is no "plan"
with respect to which the aggregate amount of such general account's reserves
and liabilities for the contracts held by or on behalf of such "plan" and all
other "plans" maintained by the same employer (and affiliates thereof as
defined in Section V(a)(1) of PTE 95-60) or by the same employee organization
(in each case determined in accordance with PTE 95-60) exceeds or will exceed
10% of the total of all reserves and liabilities of such general account
(determined in accordance with PTE 95-60, exclusive of separate account
liabilities, plus any applicable surplus) as of the date of the acquisition of
the Note or a beneficial interest in a Note. As used herein, "Benefit Plan"
shall mean any employee benefit plan (as defined in Section 3(3) of ERISA) that
is subject to the provisions of Title I of ERISA, a plan described in Section
4975(e)(1) of the Code or an entity whose underlying assets include plan assets
in such entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in
connection with any obligations relating to the Notes, the Indenture or the
Related Documents.

         Prior to the due presentment for registration of transfer of this
Class A Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Class A 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 this Class A
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 the Noteholders that, for Federal,
state and local income and franchise tax purposes only, the Class A Notes will
evidence indebtedness of the Company secured by the Class A Collateral. The
Noteholders, by the acceptance of this Class A Note, agree to treat this Class
A Note for Federal, state and local income and franchise tax purposes as
indebtedness of the Company.

         The Indenture permits, 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 2001-2 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2001-2 Notes representing more than 50% in principal amount of the Outstanding
Series 2001-2 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 2001-2
Notes representing specified percentages of the Outstanding Series 2001-2
Notes, on behalf of the


                                     A-1-8
<PAGE>   80


Holders of all the Series 2001-2 Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Class A Note (or any one or more predecessor Class A Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A Note and of any Class A 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 this Class A 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 2001-2 Notes issued
thereunder.

         The term "Company" as used in this Class A Note includes any successor
to the Company under the Indenture.

         The Class A Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

         This Class A 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.

         No reference herein to the Indenture and no provision of this Class A
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
this Class A Note at the times, place, and rate, and in the coin or currency
herein prescribed.

         Interests in this Restricted Global Note may be exchanged for
Definitive Notes, subject to the provisions of the Indenture.


                                     A-1-9
<PAGE>   81


                                   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 Class A Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________, attorney, to transfer said Class A
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 Note
         in every particular, without alteration, enlargement or any change
         whatsoever.


                                    A-1-10
<PAGE>   82
                                                                     EXHIBIT A-2
                                                                              TO
                                                        SERIES 2001-2 SUPPLEMENT

                      FORM OF TEMPORARY GLOBAL CLASS A NOTE

REGISTERED                                                           $[      ]*

No. R-1

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO. U87610 BD 9
                                                           ISIN NO. USU87610BD97


         THIS NOTE IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR
A PERMANENT GLOBAL NOTE WHICH IS, UNDER CERTAIN CIRCUMSTANCES, IN TURN,
EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE RIGHTS ATTACHING TO THIS
TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES ACT OR "BLUE SKY"
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS A NOTE, AGREES FOR THE BENEFIT
OF TEAM FLEET FINANCING CORPORATION (THE "COMPANY") THAT THIS CLASS A NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE
REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

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

* Denomination of $1,000,000 and integral multiples of $1,000


                                     A-2-1
<PAGE>   83
         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.18 OF THE BASE INDENTURE,
THIS CLASS A NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE
OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CLASS A NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         INTERESTS IN THIS TEMPORARY GLOBAL NOTE MAY ONLY BE HELD BY NON U.S.
PERSONS AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT OF 1933 AS
AMENDED, AND MAY ONLY BE HELD IN BOOK-ENTRY FORM THROUGH EUROCLEAR OR
CLEARSTREAM.

                        TEAM FLEET FINANCING CORPORATION

              FLOATING RATE RENTAL CAR ASSET BACKED NOTES, CLASS A

         Team Fleet Financing Corporation, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ DOLLARS] (or such
lesser amount as shall be the outstanding principal amount of this Temporary
Global Note shown in Schedule A 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 Class A Note shall be due on the Series
2001-2 Termination Date, which is the December 25, 2004 Distribution Date.
However, principal with respect to the Class A Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class A Note at the Class A Note Rate. Such
interest shall be payable on each Distribution Date until the principal of this
Class A Note is paid or made available for payment, on the principal amount of
this Class A Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on the preceding Distribution Date).
Interest on this Class A Note will accrue for each Distribution Date from the
most recent Distribution Date on which interest has been paid to but excluding
such Distribution Date or, if no interest has yet been paid, from
______________, 2001. Interest will be computed on the


                                     A-2-2
<PAGE>   84
basis of a 360-day year of twelve 30-day months. Such principal of and interest
on this Class A Note shall be paid in the manner specified on the reverse
hereof.

         The principal of and interest on this Class A 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. All payments made by the
Company with respect to this Class A Note shall be applied first to interest due
and payable on this Class A Note as provided above and then to the unpaid
principal of this Class A Note. This Class A Note does not represent an interest
in, or an obligation of, the Servicer, or any affiliate of the Servicer other
than the Company.

         Interests in this Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a Temporary Global Note or a Permanent Global
Note if this Note is a Restricted Global Note (each as defined in the Base
Indenture), in each case of the same Series and class, provided that such
transfer or exchange complies with Article 2 of the Base Indenture. Interests in
this Note may be exchangeable in whole or in part for duty executed and issued
definitive registered Notes if so provided in Article 2 of the Base Indenture,
with the applicable legends as marked therein, subject to the provisions of the
Base Indenture.

         Reference is made to the further provisions of this Class A Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class A 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 Class A Note does not purport to summarize the
Indenture and 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 4 Albany Street, New York, New York 10006, Attn: 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 Class A 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-2-3
<PAGE>   85
         IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:  _________________, 2001              TEAM FLEET FINANCING CORPORATION


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


                                     A-2-4
<PAGE>   86
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                          BANKERS TRUST COMPANY,
                                          as Trustee


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


                                     A-2-5



<PAGE>   87
                            [REVERSE OF CLASS A NOTE)

         This Class A Note is one of a duly authorized issue of Class A Notes of
the Company, designated as its Floating Rate Rental Car Asset Backed Notes,
Class A (herein called the "Class A Notes"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
amended or modified, is herein called the "Base Indenture"), among the Company,
Budget Group, Inc., as servicer (the "Servicer") and as Budget Interestholder
(in such capacity, the "Budget Interestholder") and Bankers Trust Company, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 2001-2 Supplement, dated as of ____________, 2001
(the "Series 2001-2 Supplement"), among the Company, the Servicer, the Budget
Interestholder and the Trustee. The Base Indenture and the Series 2001-2
Supplement are referred to herein as the "Indenture". The Class A Notes are
subject to all terms of the Indenture. All terms used in this Class A Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class A Notes are and will be equally and ratably secured by the
Class A Collateral pledged as security therefor as provided in the Indenture and
the Series 2001-2 Supplement.

         Principal of the Class A Notes will be payable on each Distribution
Date in an amount described in the Indenture. "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 ______________, 2001.

         As described above, the entire unpaid principal amount of this Class A
Note shall be due and payable on the Series 2001-2 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 2001-2 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class A Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class A Notes shall be made pro rata to the
Noteholders entitled thereto.

         Payments of interest on this Class A Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class A Note, shall be made by check
mailed first class to the Person whose name appears as the Holder of record of
this Class A Note (or one or more predecessor Class A Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class A Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class A
Note be submitted for notation of payment. Any reduction in the principal amount
of this Class A Note (or any one or more predecessor Class A Notes) effected by
any payments made on any Distribution Date shall be binding upon all future
Holders of this Class A Note and of any Class A Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not


                                     A-2-6
<PAGE>   88
noted thereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A Note on a Distribution Date, then the Trustee, in the name of and
on behalf of the Company, will notify the Person who was the registered Holder
hereof as of the Record Date preceding such Distribution Date and the amount
then due and payable shall be payable only upon presentation and surrender of
this Class A Note at the Trustee's principal Corporate Trust Office.

         The Company shall pay interest on overdue installments of interest at
the Class A Note Rate to the extent lawful.

         As provided in the Indenture, the Class A Notes are subject to
repurchase by the Issuer in whole but not in part on any Distribution Date. If
on any such Distribution Date, the Aggregate Principal Balance of the Class A
Notes is greater than $[       ], a prepayment premium shall be paid as set
forth in the Series 2001-2 Supplement.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A Note may be registered on the Note
Register upon surrender of this Class A 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 Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in The City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the Trustee
may reasonably require, and thereupon one or more new Class A 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 Class A 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 Noteholder or Note Owner, by acceptance of a Class A Note or, in
the case of a Note Owner, a beneficial interest in a Class A Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Company, the Servicer or the Trustee on the Class A Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer 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
or the Servicer in its individual capacity, any holder of a beneficial interest
in the Company, the Servicer or the Servicer 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 Class A Note, subject to
Section 13.18 of the Base Indenture.


                                     A-2-7
<PAGE>   89
         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents and warrants that
it is either (a) not a Benefit Plan or (b), if the foregoing is not the case,
(i) that its purchase and holding of the Note will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") or (ii) if the Noteholder or Note Owner is an "insurance
company general account", as such term is defined in Prohibited Transaction
Exemption ("PTE") 95-60 (issued July 12, 1995), there is no "plan" with respect
to which the aggregate amount of such general account's reserves and liabilities
for the contracts held by or on behalf of such "plan" and all other "plans"
maintained by the same employer (and affiliates thereof as defined in Section
V(a)(1) of PTE 95-60) or by the same employee organization (in each case
determined in accordance with PTE 95-60) exceeds or will exceed 10% of the total
of all reserves and liabilities of such general account (determined in
accordance with PTE 95-60, exclusive of separate account liabilities, plus any
applicable surplus) as of the date of the acquisition of the Note or a
beneficial interest in the Note. As used herein, "Benefit Plan" shall mean any
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, a plan described in Section 4975(e)(1) of
the Code or an entity whose underlying assets include plan assets in such
entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

         Prior to the due presentment for registration of transfer of this Class
A Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Class A 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 this Class A 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 the Noteholders that, for Federal,
state and local income and franchise tax purposes only, the Class A Notes will
evidence indebtedness of the Company secured by the Class A Collateral. The
Noteholders, by the acceptance of this Class A Note, agree to treat this Class A
Note for Federal, state and local income and franchise tax purposes as
indebtedness of the Company.

         Each Holder of this Note shall provide to the Trustee at least annually
an appropriate statement (on Internal Revenue Service Form 4-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that the beneficial owner of
this Note is a non U.S. person and providing the Noteholder's name and address.
If the information provided in the statement changes, the Noteholder shall so
inform the Trustee within 30 days of such change.


                                     A-2-8
<PAGE>   90
         The Indenture permits, 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 2001-2 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2001-2 Notes representing more than 50% in principal amount of the Outstanding
Series 2001-2 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 2001-2 Notes
representing specified percentages of the Outstanding Series 2001-2 Notes, on
behalf of the Holders of all the Series 2001-2 Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Class A Note (or any one or more predecessor Class A Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A Note and of any Class A Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation off such
consent or waiver is made upon this Class A 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 2001-2 Notes issued
thereunder.

         The term "Company" as used in this Class A Note includes any successor
to the Company under the Indenture.

         The Class A Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations set forth therein.

         This Class A 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.

         No reference herein to the Indenture and no provision of this Class A
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
this Class A Note at the times, place, and rate, and in the coin or currency
herein prescribed.

         Prior to the Exchange Date (as defined below), payments (if any) on
this Temporary Global Note will only be paid to the extent that there is
presented by Clearstream Banking, societe anonyme ("Clearstream") or Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euroclear System ("Euroclear") to the Trustee at its office in London a
certificate, substantially in the form set out in Exhibit F to the Base
Indenture, to the effect that it has received from or in respect of a person
entitled to a Note (as shown by its records) a certificate from such person in
or substantially in the form of Exhibit G to the Base Indenture. After the
Exchange Date the holder of this Temporary Global Note will not be entitled to
receive any payment hereon, until this Temporary Global Note is exchanged in
full for a Permanent Global Note. This Temporary Global Note shall in all other
respects be entitled to the same benefits as the Permanent Global Notes under
the Indenture.

         On or after the date (the "Exchange Date") which is the date that is
the [40th day] after the completion of the distribution of the relevant Series,
interests in this Temporary Global Note


                                     A-2-9
<PAGE>   91
may be exchanged (free of charge) for interests in a Permanent Global Note in
the form of Exhibit A-3 to the Series 2001-2 Supplement upon presentation of
this Temporary Global Note at the office in London of the Trustee (or at such
other place outside the United States of America, its territories and
possessions as the Trustee may agree). The Permanent Global Note shall be so
issued and delivered in exchange for only that portion of this Temporary Global
Note in respect of which there shall have been presented to the Trustee by
Euroclear or Clearstream a certificate, substantially in the form set out in
Exhibit F to the Base Indenture, to the effect that it has received from or in
respect of a person entitled to a Note (as shown by its records) a certificate
from such person in or substantially in the form of Exhibit G to the Base
Indenture.

         On an exchange of the whole of this Temporary Global Note, this
Temporary Global Note shall be surrendered to the Trustee at its office in
London. On an exchange of part only of this Temporary Global Note, details of
such exchange shall be entered by or on behalf of the Issuer in Schedule A
hereto and the relevant space in Schedule A hereto recording such exchange shall
be signed by or on behalf of the Issuer. If, following the issue of a Permanent
Global Note in exchange for some of the Notes represented by this Temporary
Global Note, further Notes of this Series are to be exchanged pursuant to this
paragraph, such exchange may be effected, without the issue of a new Permanent
Global Note, by the Issuer or its agent endorsing Part I of Schedule A of the
Permanent Global Note previously issued to reflect an increase in the aggregate
principal amount of such Permanent Global Note by an amount equal to the
aggregate principal amount of the additional Notes of this Series to be
exchanged.

         Interests in this Temporary Global Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear or
Clearstream. Each person who is shown in the records of Euroclear and
Clearstream as entitled to a particular number of Notes by way of an interest in
this Temporary Global Note will be treated by the Issuer, the Trustee and any
paying agent as the holder of such number of Notes. For purposes of this
Temporary Global Note, the securities account records of Euroclear or
Clearstream shall, in the absence of manifest error, be conclusive evidence of
the identity of the holders of Notes and of the principal amount of Notes
represented by this Temporary Global Note credited to the securities accounts of
such holders of Notes. Any statement issued by Euroclear or Clearstream to any
holder relating to a specified Note or Notes credited to the securities account
of such holder and stating the principal amount of such Note or Notes and
certified by Euroclear or Clearstream to be a true record of such securities
account shall, in the absence of manifest error, be conclusive evidence of the
records of Euroclear or Clearstream for the purposes of the next preceding
sentence (but without prejudice to any other means of producing such records in
evidence). Notwithstanding any provision to the contrary contained in this
Temporary Global Note, the Issuer irrevocably agrees, for the benefit of such
holder and its successors and assigns, that, subject to the provisions of the
Indenture, each holder or its successors or assigns may file any claim, take any
action or institute any proceeding to enforce, directly against the Issuers the
obligation of the Issuer hereunder to pay any amount due in respect of each Note
represented by this Temporary Global Note which is credited to such holder's
securities account with Euroclear or Clearstream without the production of this
Temporary Global Note.



                                     A-2-10
<PAGE>   92
                                   SCHEDULE A

                         SCHEDULE OF EXCHANGES FOR NOTES
                     REPRESENTED BY A PERMANENT GLOBAL NOTE


The following exchanges of a part of this Temporary Global Note for Notes
represented by a Permanent Global Note have been made:

<TABLE>
<CAPTION>

=============================== ============================ ============================ ============================
                                Part of principal amount
                                of this Temporary Global     Remaining Principal amount
                                Note exchanged for Notes     of this Temporary Global
                                represented by a Permanent   Note following such          Notation made by or on
Date exchange made              Global Note                  exchange                     behalf of the Issuer
<S>                             <C>                          <C>                          <C>
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
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----------------------------------------------------------------------------------------------------------------------
======================================================================================================================
</TABLE>


                                     A-2-11
<PAGE>   93
                                                                     EXHIBIT A-3
                                                                              TO
                                                        SERIES 2001-2 SUPPLEMENT

                      FORM OF PERMANENT GLOBAL CLASS A NOTE

REGISTERED                                           $[                      ]*

No. R-1

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO. U87610 BD 9
                                                           ISIN NO. USU87610BD97

         THIS SECURITY 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 CLASS A NOTE, AGREES FOR THE BENEFIT OF
TEAM FLEET FINANCING CORPORATION (THE "COMPANY") THAT THIS CLASS A NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE
REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.18 OF THE BASE INDENTURE,
THIS CLASS A NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE
OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION

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

*  Denomination of $1,000,000 and integral multiples of $1,000.


                                     A-3-1
<PAGE>   94
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                        TEAM FLEET FINANCING CORPORATION

              FLOATING RATE RENTAL CAR ASSET BACKED NOTES, CLASS A

         Team Fleet Financing Corporation, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [         DOLLARS],
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
Class A Note shall be due on the Series 2001-2 Termination Date, which is the
December 25, 2004 Distribution Date. However, principal with respect to the
Class A Notes may be paid earlier or later under certain limited circumstances
described in the Indenture. The Company will pay interest on this Class A Note
at the Class A Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class A Note is paid or made available for
payment, on the principal amount of this Class A Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date). Interest on this Class A Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from _____________, 2001. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Class A Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Class A 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. All payments made by the
Company with respect to this Class A Note shall be applied first to interest due
and payable on this Class A Note as provided above and then to the unpaid
principal of this Class A Note. This Class A 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 Class A Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class A 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 Class A Note does not purport to summarize the


                                     A-3-2
<PAGE>   95
Indenture and 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 4 Albany Street, New York, New York 10006, Attn: 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 Class A 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-3-3
<PAGE>   96

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

Date:  _________________, 2001          TEAM FLEET FINANCING CORPORATION


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



                                     A-3-4
<PAGE>   97
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                          BANKERS TRUST COMPANY,
                                           as Trustee


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



                                     A-3-5
<PAGE>   98
                            [REVERSE OF CLASS A NOTE)

         This Class A Note is one of a duly authorized issue of Class A Notes of
the Company, designated as its Floating Rate Rental Car Asset Backed Notes,
Class A (herein called the "Class A Notes"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
amended or modified, is herein called the "Base Indenture"), among the Company,
Budget Group, Inc., as servicer (the "Servicer") and as Budget Interestholder
(in such capacity, the "Budget Interestholder") and Bankers Trust Company, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 2001-2 Supplement, dated as of _____________, 2001
(the "Series 2001-2 Supplement"), among the Company, the Servicer, the Budget
Interestholder and the Trustee. The Base Indenture and the Series 2001-2
Supplement are referred to herein as the "Indenture". The Class A Notes are
subject to all terms of the Indenture. All terms used in this Class A Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class A Notes are and will be equally and ratably secured by the
Class A Collateral pledged as security therefor as provided in the Indenture and
the Series 2001-2 Supplement.

         Principal of the Class A Notes will be payable on each Distribution
Date in an amount described in the Indenture. "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 _____________, 2001.

         As described above, the entire unpaid principal amount of this Class A
Note shall be due and payable on the Series 2001-2 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 2001-2 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class A Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class A Notes shall be made pro rata to the
Noteholders entitled thereto.

         Payments of interest on this Class A Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class A Note, shall be made by check
mailed first class to the Person whose name appears as the Holder of record of
this Class A Note (or one or more predecessor Class A Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class A Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class A
Note be submitted for notation of payment. Any reduction in the principal amount
of this Class A Note (or any one or more predecessor Class A Notes) effected by
any payments made on any Distribution Date shall be binding upon all future
Holders of this Class A Note and of any Class A Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not


                                     A-3-6
<PAGE>   99
noted thereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A Note on a Distribution Date, then the Trustee, in the name of and
on behalf of the Company, will notify the Person who was the registered Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
within five days of such Distribution Date and the amount then due and payable
shall be payable only upon presentation and surrender of this Class A Note at
the Trustee's principal Corporate Trust Office.

         The Company shall pay interest on overdue installments of interest at
the Class A Note Rate to the extent lawful.

         As provided in the Indenture, the Class A Notes are subject to
repurchase by the Issuer in whole but not in part on any Distribution Date. If
on any such Distribution Date, the Aggregate Principal Balance of the Class A
Notes is greater than $[        ], a prepayment premium shall be paid as set
forth in the Series 2001-2 Supplement.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A Note may be registered on the Note
Register upon surrender of this Class A 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 Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in The City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the Trustee
may reasonably require, and thereupon one or more new Class A 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 Class A 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 Noteholder or Note Owner, by acceptance of a Class A Note or, in
the case of a Note Owner, a beneficial interest in a Class A Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Company, the Servicer or the Trustee on the Class A Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer 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
or the Servicer in its individual capacity, any holder of a beneficial interest
in the Company, the Servicer or the Trustee or of any successor or assign of the
Trustee or the Servicer 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 Class A Note, subject to
Section 13.18 of the Base Indenture.


                                     A-3-7
<PAGE>   100
         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents and warrants that
it is either (a) not a Benefit Plan or (b), if the foregoing is not the case,
(i) that its purchase and holding of the Note will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") or (ii) if the Noteholder or Note Owner is an "insurance
company general account", as such term is defined in Prohibited Transaction
Exemption ("PTE") 95-60 (issued July 12, 1995), there is no "plan" with respect
to which the aggregate amount of such general account's reserves and liabilities
for the contracts held by or on behalf of such "plan" and all other "plans"
maintained by the same employer (and affiliates thereof as defined in Section
V(a)(1) of PTE 95-60) or by the same employee organization (in each case
determined in accordance with PTE 95-60) exceeds or will exceed 10% of the total
of all reserves and liabilities of such general account (determined in
accordance with PTE 95-60, exclusive of separate account liabilities, plus any
applicable surplus) as of the date of the acquisition of the Note or a
beneficial interest in the Note. As used herein, "Benefit Plan" shall mean any
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, a plan described in Section 4975(e)(1) of
the Code or an entity whose underlying assets include plan assets in such
entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

         Prior to the due presentment for registration of transfer of this Class
A Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Class A 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 this Class A 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 the Noteholders that, for Federal,
state and local income and franchise tax purposes only, the Class A Notes will
evidence indebtedness of the Company secured by the Class A Collateral. The
Noteholders, by the acceptance of this Class A Note, agree to treat this Class A
Note for Federal, state and local income and franchise tax purposes as
indebtedness of the Company.

         In the event a Noteholder or Note Owner is a nonresident alien, foreign
corporation or other non-United States person (a "Foreign Person"), such Foreign
Person shall provide to the Trustee at least annually an appropriate statement
(on Internal Revenue Service Form W-8 or suitable substitute) with respect to
United States federal income tax and withholding tax, signed under penalties of
perjury, certifying that the beneficial owner of this Note is a Foreign Person
and providing the Noteholder's name and address. If the information provided in
the statement changes, the Foreign Person shall so inform the Trustee within 30
days of such change.


                                     A-3-8
<PAGE>   101
         The Indenture permits, 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 2001-2 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2001-2 Notes representing more than 50% in principal amount of the Outstanding
Series 2001-2 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 2001-2 Notes
representing specified percentages of the Outstanding Series 2001-2 Notes, on
behalf of the Holders of all the Series 2001-2 Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Class A Note (or any one or more predecessor Class A Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A Note and of any Class A 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 this Class A 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 2001-2 Notes issued
thereunder.

         The term "Company" as used in this Class A Note includes any successor
to the Company under the Indenture.

         The Class A Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations set forth therein.

         This Class A 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.

         No reference herein to the Indenture and no provision of this Class A
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
this Class A Note at the times, place, and rate, and in the coin or currency
herein prescribed.

         Interests in this Permanent Global Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear or
Clearstream. Each person who is shown in the records of Euroclear and
Clearstream as entitled to a particular number of Notes by way of an interest in
this Permanent Global Note will be treated by the Trustee and any paying agent
as the holder of such number of Notes. For purposes of this Permanent Global
Note, the securities account records of Euroclear or Clearstream shall, in the
absence of manifest error, be conclusive evidence of the identity of the holders
of Notes and of the principal amount of Notes represented by this Permanent
Global Note credited to the securities accounts of such holders of Notes. Any
statement issued by Euroclear or Clearstream to any holder relating to a
specified Note or Notes credited to the securities account of such holder and
stating the principal amount of such Note or Notes and certified by Euroclear or
Clearstream to be a true record of such securities account shall, in the absence
of manifest error, be conclusive evidence of the records of Euroclear or
Clearstream for the purposes of the next preceding sentence (but without
prejudice to any other means of producing such records in evidence).
Notwithstanding any provision to the contrary


                                     A-3-9
<PAGE>   102
contained in this Permanent Global Note, the Issuer irrevocably agrees, for the
benefit of such holder and its successors and assigns, that, subject to the
provisions of the Indenture, each holder or its successors or assigns may file
any claim, take any action or institute any proceeding to enforce, directly
against the Issuer, the obligation of the Issuer hereunder to pay any amount due
in respect of each Note represented by this Permanent Global Note which is
credited to such holder's securities account with Euroclear or Clearstream
without the production of this Permanent Global Note.

         Interests in this Permanent Global Note may be exchanged for Definitive
Notes subject to the provisions of the Indenture.



                                     A-3-10
<PAGE>   103
                                                                     EXHIBIT B-1
                                                                              TO
                                                        SERIES 2001-2 SUPPLEMENT

                     FORM OF RESTRICTED GLOBAL CLASS B NOTE

REGISTERED                                                  $[              ]*

No. R-1

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO. 878154 BE 2
                                                           ISIN NO. US878154BE22

         THIS SECURITY 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 CLASS B NOTE, AGREES FOR THE BENEFIT OF
TEAM FLEET FINANCING CORPORATION (THE "COMPANY") THAT THIS CLASS B NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE
REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.18 OF THE BASE INDENTURE,
THIS CLASS B NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE
OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS B NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION

----------------------
*  Denomination of $1,000,000 and integral multiples of $1,000.


                                      B-1-1
<PAGE>   104
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


         THE PRINCIPAL OF THIS CLASS B NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                        TEAM FLEET FINANCING CORPORATION

              FLOATING RATE RENTAL CAR ASSET BACKED NOTES, CLASS B

         Team Fleet Financing Corporation, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co. or registered assigns, the principal sum of [        DOLLARS], 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
Class B Note shall be due on the Series 2001-2 Termination Date, which is the
December 25, 2004 Distribution Date. However, principal with request to the
Class B Notes may be paid earlier or later under certain limited circumstances
described in the Indenture. The Company will pay interest on this Class B Note,
at the Class B Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class B Note is paid or made available for
payment, on the principal amount of this Class B Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date). Interest on this Class B Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from _____________, 2001. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Class B Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Class B 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. All payments made by the
Company with respect to this Class B Note shall be applied first to interest due
and payable on this Class B Note as provided above and then to the unpaid
principal of this Class B Note. This Class B Note does not represent an interest
in, or an obligation of, the Servicer, or any affiliate of the Servicer other
than the Company.

         Interests in this Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a Temporary Global Note or a Permanent Global
Note if this Note is a Restricted Global Note (each as defined in the Base
Indenture), in each case of the same Series and class, provided that such
transfer or


                                     B-1-2
<PAGE>   105
exchange complies with Article 2 of the Base Indenture. Interests in this Note
may be exchangeable in whole or in part for duly executed and issued definitive
registered Notes if so provided in Article 2 of the Base Indenture, with the
applicable legends as marked therein, subject to the provisions of the Base
Indenture.

         Reference is made to the further provisions of this Class B Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class B 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 Class B Note does not purport to summarize the
Indenture and 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 4 Albany Street, New York, New York 10006, Attn: 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 Class B 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.



                                     B-1-3
<PAGE>   106

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

Date:  _________________, 2001           TEAM FLEET FINANCING CORPORATION


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



                                     B-1-4
<PAGE>   107


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                   BANKERS TRUST COMPANY,
                                   as Trustee


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


                                     B-1-5
<PAGE>   108
                            [REVERSE OF CLASS B NOTE]

         This Class B Note is one of a duly authorized issue of Class B Notes of
the Company, designated as its Floating Rate Rental Car Asset Backed Notes,
Class B (herein called the "Class B Notes"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
amended or modified, is herein called the "Base Indenture"), among the Company,
Budget Group, Inc., as servicer (the "Servicer") and as Budget Interestholder
(in such capacity, the "Budget Interestholder") and Bankers Trust Company, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 2001-2 Supplement, dated as of _____________, 2001
(the "Series 2001-2 Supplement"), among the Company, the Servicer, the Budget
Interestholder and the Trustee. The Base Indenture and the Series 2001-2
Supplement are referred to herein as the "Indenture". The Class B Notes are
subject to all terms of the Indenture. All terms used in this Class B Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class B Notes are and will be equally and ratably secured by the
Class B Collateral pledged as security therefor as provided in the Indenture and
the Series 2001-2 Supplement.

         Principal of the Class B Notes will be payable on each Distribution
Date in an amount described in the Indenture. "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 _____________, 2001.

         As described above, the entire unpaid principal amount of this Class B
Note shall be due and payable on the Series 2001-2 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 2001-2 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class B Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class B Notes shall be made pro rata to the
Noteholders entitled thereto.

         Payments of interest on this Class B Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class B Note, shall be made by check
mailed first class to the Person whose name appears as the Holder of record of
this Class B Note (or one or more predecessor Class B Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class B Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class B
Note be submitted for notation of payment. Any reduction in the principal amount
of this Class B Note (or any one or more predecessor Class B Notes) effected by
any payments made on any Distribution Date shall be binding upon all future
Holders of this Class B Note and of any Class B Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not


                                     B-1-6
<PAGE>   109
noted thereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class B Note on a Distribution Date, then the Trustee, in the name of and
on behalf of the Company, will notify the Person who was the registered Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
within five days of such Distribution Date and the amount then due and payable
shall be payable only upon presentation and surrender of this Class B Note at
the Trustee's principal Corporate Trust Office.

         As provided in the Indenture, the Class B Notes are subordinate to the
Class A Notes and, accordingly, (i) no payments of principal will be made with
respect to this Class B Note until all of the Class A Notes have been paid in
full and (ii) no payments of interest will be made with respect to this Class B
Note on any given date until all payments of interest under any of the Class A
Notes that are due and payable on such date have been paid in full.

         The Company shall pay interest on overdue installments of interest at
the Class B Note Rate to the extent lawful.

         As provided in the Indenture, the Class B Notes are subject to
repurchase by the Issuer in whole, but not in part on any Distribution Date
after which the Class A Notes have been paid in full. If on any such
Distribution Date, the Aggregate Principal Balance of the Class B Notes is
greater than $[          ], a prepayment premium shall be payable in respect of
such Notes as set forth in the Series 2001-2 Supplement.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class B Note may be registered on the Note
Register upon surrender of this Class B 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 Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in The City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the Trustee
may reasonably require, and thereupon one or more new Class B 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 Class B 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 Noteholder or Note Owner, by acceptance of a Class B Note or, in
the case of a Note Owner, a beneficial interest in a Class B Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Company, the Servicer or the Trustee on the Class B Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer 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
or the Servicer in its individual capacity, any holder of a beneficial interest
in the Company, the Servicer or the Trustee or of any successor or assign of the
Trustee or the Servicer in its individual capacity, except (a) as any


                                     B-1-7
<PAGE>   110
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 Class B Note, subject to
Section 13.18 of the Base Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents and warrants that
it is either (a) not a Benefit Plan or (b), if the foregoing is not the case (i)
that its purchase and holding of the Note will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") or (ii) if the Noteholder or Note Owner is an "insurance
company general account", as such term is defined in Prohibited Transaction
Exemption ("PTE") 95-60 (issued July 12, 1995), there is no "plan" with respect
to which the aggregate amount of such general account's reserves and liabilities
for the contracts held by or on behalf of such "plan" and all other "plans"
maintained by the same employer (and affiliates thereof as defined in Section
V(a)(1) of PTE 95-60) or by the same employee organization (in each case
determined in accordance with PTE 95-60) exceeds or will exceed 10% of the total
of all reserves and liabilities of such general account (determined in
accordance with PTE 95-60, exclusive of separate account liabilities, plus any
applicable surplus) as of the date of the acquisition of the Note or a
beneficial interest in the Note. As used herein, "Benefit Plan" shall mean any
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, a plan described in Section 4975(e)(1) of
the Code or an entity whose underlying assets include plan assets in such
entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

         Prior to the due presentment for registration of transfer of this Class
B Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Class B Note (as of the date 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 this Class B
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 the Noteholders that, for Federal,
state and local income and franchise tax purposes only, the Class B Notes will
evidence indebtedness of the Company secured by the Class B Collateral. The
Noteholders, by the acceptance of this Class B Note, agree to treat this Class B
Note for Federal, state and local income and franchise tax purposes as
indebtedness of the Company.


                                     B-1-8
<PAGE>   111
         The Indenture permits, 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 2001-2 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2001-2 Notes representing more than 50% in principal amount of the Outstanding
Series 2001-2 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 2001-2 Notes
representing specified percentages of the Outstanding Series 2001-2 Notes, on
behalf of the Holders of all the Series 2001-2 Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Class B Note (or any one or more predecessor Class B Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class B Note and of any Class B 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 this Class B 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 2001-2 Notes issued
thereunder.

         The term "Company" as used in this Class B Note includes any successor
to the Company under the Indenture.

         The Class B Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations set forth therein.

         This Class B 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, fights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.

         No reference herein to the Indenture and no provision of this Class B
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
this Class B Note at the times, place, and rate, and in the coin or currency
herein prescribed.

         Interests in this Restricted Global Note may be exchanged for
Definitive Notes, subject to the provisions of the Indenture.



                                     B-1-9
<PAGE>   112
                                   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 Class B Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________, attorney, to transfer said Class B
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 Note in
         every particular, without alteration, enlargement or any change
         whatsoever.


                                     B-1-10
<PAGE>   113
                                                                     EXHIBIT B-2
                                                                              TO
                                                        SERIES 2001-2 SUPPLEMENT

                      FORM OF TEMPORARY GLOBAL CLASS B NOTE

REGISTERED                                                 $[                ]*

No. R-1

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO. U87610 BE 7
                                                           ISIN NO. USU87610BE70

         THIS NOTE IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR
A PERMANENT GLOBAL NOTE WHICH IS, UNDER CERTAIN CIRCUMSTANCES, IN TURN,
EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE RIGHTS ATTACHING TO THIS
TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

         THIS SECURITY 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 CLASS B NOTE, AGREES FOR THE BENEFIT OF
TEAM FLEET FINANCING CORPORATION (THE "COMPANY") THAT THIS CLASS B NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE
REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSFER IS TN COMPLIANCE WITH THE SECURITIES ACT, THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.


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

*  Denomination of $1,000,000 and integral multiples of $1,000.


                                     B-2-1
<PAGE>   114
         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.18 OF THE BASE INDENTURE,
THIS CLASS B NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE
OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS B NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CLASS B NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS CLASS B NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         INTERESTS IN THIS TEMPORARY GLOBAL NOTE MAY ONLY BE HELD BY NON U.S.
PERSONS AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY ONLY BE HELD IN BOOK-ENTRY FORM THROUGH EUROCLEAR OR
CLEARSTREAM.

                        TEAM FLEET FINANCING CORPORATION

              FLOATING RATE RENTAL CAR ASSET BACKED NOTES, CLASS B

         Team Fleet Financing Corporation, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [____ DOLLARS], (or such
lesser amount as shall be the outstanding principal amount of this Temporary
Global Note shown in Schedule A 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 Class B Note shall be due on the Series
2001-2 Termination Date, which is the December 25, 2004 Distribution Date.
However, principal with request to the Class B Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class B Note at the Class B Note Rate. Such
interest shall be payable on each Distribution Date until the principal of this
Class B Note is paid or made available for payment, on the principal amount of
this Class Note outstanding on the preceding Distribution Date (after giving
effect to a payments of principal made on the preceding Distribution Date).
Interest on this Class B Note will accrue for each Distribution Date from the
most recent Distribution Date on which interest has been paid to but excluding
such Distribution Date or, if no interest has yet been paid, from _____________,
2001. Interest will be computed on the basis of a 360-day year


                                     B-2-2
<PAGE>   115
of twelve 30-day months. Such principal of and interest on this Class B Note
shall be paid in the manner specified on the reverse hereof.

         The principal of and interest on this Class B 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. All payments made by the
Company with respect to this Class B Note shall be applied first to interest due
and payable on this Class B Note as provided above and then to the unpaid
principal of this B Note. This Class B Note does not represent an interest in,
or an obligation of, the Servicer, or any affiliate of the Servicer other than
the Company.

         Interests in this Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a Temporary Global Note or a Permanent Global
Note if this Note is a Restricted Global Note (each as defined in the Base
Indenture), in each case of the same Series and class, provided that such
transfer or exchange complies with Article 2 of the Base Indenture. Interests in
this Note may be exchangeable in whole or in part for duly executed and issued
definitive registered Notes if so provided in Article 2 of the Base Indenture,
with the applicable legends as marked therein, subject to the provisions of the
Base Indenture.

         Reference is made to the further provisions of this Class B Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class B 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 Class B Note does not purport to summarize the
Indenture and 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 4 Albany Street, New York, New York 10006, Attn: 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 Class B 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.


                                     B-2-3
<PAGE>   116
         IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.


Date:  _________________, 2001              TEAM FLEET FINANCING CORPORATION


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


                                     B-2-4
<PAGE>   117
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                            BANKERS TRUST COMPANY,
                                            as Trustee


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



                                     B-2-5
<PAGE>   118
                            [REVERSE OF CLASS B NOTE)

         This Class B Note is one of a duly authorized issue of Class B Notes of
the Company, designated as its Floating Rate Rental Car Asset Backed Notes,
Class B (herein called the "Class B Notes"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
amended or modified, is herein called the "Base Indenture"), among the Company,
Budget Group, Inc., as servicer (the "Servicer") and as Budget Interestholder
(in such capacity, the "Budget Interestholder") and Bankers Trust Company, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 2001-2 Supplement, dated as of _____________, 2001
(the "Series 2001-2 Supplement"), among the Company, the Servicer, the Budget
Interestholder and the Trustee. The Base Indenture and the Series 2001-2
Supplement are referred to herein as the "Indenture". The Class B Notes are
subject to all terms of the Indenture. All terms used in this Class B Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class B Notes are and will be equally and ratably secured by the
Class B Collateral pledged as security therefor as provided in the Indenture and
the Series 2001-2 Supplement.

         Principal of the Class B Notes will be payable on each Distribution
Date in an amount described in the Indenture. "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 ________, 2001.

         As described above, the entire unpaid principal amount of this Class B
Note shall be due and payable on the Series 2001-2 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 2001-2 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class B Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class B Notes shall be made pro rata to the
Noteholders entitled thereto.

         Payments of interest on this Class B Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class B Note, shall be made by check
mailed first class to the Person whose name appears as the Holder of record of
this Class B Note (or one or more predecessor Class B Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class B Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class B
Note be submitted for notation of payment. Any reduction in the principal amount
of this Class B Note (or any one or more predecessor Class B Notes) effected by
any payments made on any Distribution Date shall be binding upon all future
Holders of this Class B Note and of any Class B Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted thereon. If funds are expected to be available, as provided in the
Indenture, for payment in


                                     B-2-6
<PAGE>   119
full of the then remaining unpaid principal amount of this Class B Note on a
Distribution Date, then the Trustee, in the name of and on behalf of the
Company, will notify the Person who was the registered Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed within five days
of such Distribution Date and the amount then due and payable shall be payable
only upon presentation and surrender of this Class B Note at the Trustee's
principal Corporate Trust Office.

         As provided in the Indenture, the Class B Notes are subordinate to the
Class A Notes and, accordingly, (i) no payments of principal will be made with
respect to this Class B Note until all of the Class A Notes have been paid in
full and (ii) no payments of interest will be made with respect to this Class B
Note on any given date until all payments of interest under any of the Class A
Notes that are due and payable on such date have been paid in full.

         The Company shall pay interest on overdue installments of interest at
the Class B Note Rate to the extent lawful.

         As provided in the Indenture, the Class B Notes are subject to
repurchase by the Issuer in whole, but not in part on any Distribution Date
after which the Class A Notes have been paid in full. If on any such
Distribution Date, the Aggregate Principal Balance of the Class B Notes is
greater than $[ ], a prepayment premium shall be payable in respect of such
Notes as set forth in the Series 2001-2 Supplement.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class B Note may be registered on the Note
Register upon surrender of this Class B 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 Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in The City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the Trustee
may reasonably require, and thereupon one or more new Class B 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 Class B 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 Noteholder or Note Owner, by acceptance of a Class B Note or, in
the case of a Note Owner, a beneficial interest in a Class B Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Company, the Servicer or the Trustee on the Class B Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer 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
or the Servicer in its individual capacity, any holder of a beneficial interest
in the Company, the Servicer or the Trustee or of any successor or assign of the
Trustee or the Servicer in its individual capacity, except (a) as any such
Person may have expressly agreed and (b) any such partner, owner or beneficiary
shall be


                                     B-2-7
<PAGE>   120
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 Class B Note, subject to
Section 13.18 of the Base Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents and warrants that
it is either (a) not a Benefit Plan or (b), if the foregoing is not the case (i)
that its purchase and holding of the Note will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") or (ii) if the Noteholder or Note Owner is an "insurance
company general account", as such term is defined in Prohibited Transaction
Exemption ("PTE") 95-60 (issued July 12, 1995), there is no "plan" with respect
to which the aggregate amount of such general account's reserves and liabilities
for the contracts held by or on behalf of such "plan" and all other "plans"
maintained by the same employer (and affiliates thereof as defined in Section
V(a)(i) of PTE 95-60) or by the same employee organization (in each case
determined in accordance with PTE 95 -60) exceeds or will exceed 10% of the
total of all reserves and liabilities of such general account (determined in
accordance with PTE 95-60, exclusive of separate account liabilities, plus any
applicable surplus) as of the date of the acquisition of the Note or a
beneficial interest in the Note. As used herein, "Benefit Plan" shall mean any
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, a plan described in Section 4975(e)(1) of
the Code or an entity whose underlying assets include plan assets in such
entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

         Prior to the due presentment for registration of transfer of this Class
B Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Class B Note (as of the date 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 this Class B
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 the Noteholders that, for Federal,
state and local income and franchise tax purposes only, the Class B Notes will
evidence indebtedness of the Company secured by the Class B Collateral. The
Noteholders, by the acceptance of this Class B Note, agree to treat this Class B
Note for Federal, state and local income and franchise tax purposes as
indebtedness of the Company.


                                     B-2-8
<PAGE>   121
         Each Holder of this Note shall provide to the Trustee at least annually
an appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that a beneficial owner of
this Note is a non U.S. person and providing the Noteholders' name and address.
If the information provided in the statement changes, the Noteholder shall so
inform the Trustee within 30 days of such change.

         The Indenture permits, 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 2001-2 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2001-2 Notes representing more than 50% in principal amount of the Outstanding
Series 2001-2 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 2001-2 Notes
representing specified percentages of the Outstanding Series 2001-2 Notes, on
behalf of the Holders of all the Series 2001-2 Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Class B Note (or any one of more predecessor Class B Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class B Note and of Class B 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 this Class B 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 2001-2 Notes issued thereunder.

         The term "Company" as used in this Class B Note includes any successor
to the Company under the Indenture.

         The Class B Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations set forth therein.

         This Class B 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.

         No reference herein to the Indenture and no provision of this Class B
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
this Class B Note at the times, place, and rate, and in the coin or currency
herein prescribed.

         Prior to the Exchange Date (as defined below), payments (if any) on
this Temporary Global Note will only be paid to the extent that there is
presented by Clearstream Banking, societe anonyme ("Clearstream") or Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euroclear System ("Euroclear") to the Trustee at its office in London a
certificate, substantially in the form set out in Exhibit F to the Base
Indenture, to the effect that it has received from or in respect of a person
entitled to a Note (as shown by its records) a certificate from such person in
or substantially in the form of Exhibit G to the Base Indenture.


                                     B-2-9
<PAGE>   122
After the Exchange Date the holder of this Temporary Global Note will not be
entitled to receive any payment hereon, until this Temporary Global Note is
exchanged in full for a Permanent Global Note. This Temporary Global Note shall
in all other respects be entitled to the same benefits as the Permanent Global
Notes under the Indenture.

         On or after the date (the "Exchange Date") which is the date that is
the [40th Day] after the completion of the distribution of the relevant Series,
interests in this Temporary Global Note may be exchanged (free of charge) for
interests in a Permanent Global Note in the form of Exhibit B-3 to the Series
2001-2 Supplement upon presentation of this Temporary Global Note at the office
in London of the Trustee (or at such other place outside the United States of
America, its territories and possessions as the Trustee may agree). The
Permanent Global Note shall be so issued and delivered in exchange for only that
portion of this Temporary Global Note in respect of which there shall have been
presented to the Trustee by Euroclear or Clearstream a certificate,
substantially in the form set out in Exhibit F to the Base Indenture, to the
effect that it has received from or in respect of a person entitled to a Note
(as shown by its records) a certificate from such person in or substantially in
the form of Exhibit G to the Base Indenture.

         On an exchange of the whole of this Temporary Global Note, this
Temporary Global Note shall be surrendered to the Trustee at its office in
London. On an exchange of part only of this Temporary Global Note, details of
such exchange shall be entered by or on behalf of the Issuer in Schedule A
hereto and the relevant space in Schedule A hereto recording such exchange shall
be signed by or on behalf of the Issuer. If, following the issue of a Permanent
Global Note in exchange for some of the Notes represented by this Temporary
Global Note, further Notes of this Series are to be exchanged pursuant to this
paragraph, such exchange may be effected, without the issue of a new Permanent
Global Note, by the issuer or its agent endorsing Part I of Schedule A of the
Permanent Global Note previously issued to reflect an increase in the aggregate
principal amount of such Permanent Global Note by an amount equal to the
aggregate principal amount of the additional Notes of this Series to be
exchanged,

         Interests in this Temporary Global Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear or
Clearstream. Each person who is shown in the records of Euroclear and
Clearstream as entitled to a particular number of Notes by way of an interest in
this Temporary Global Note will be treated by the Issuer, the Trustee and any
paying agent as the holder of such number of Notes. For purposes of this
Temporary Global Note, the securities account records of Euroclear or
Clearstream shall, in the absence of manifest effort be conclusive evidence of
the identity of the holders of Notes and of the principal amount of Notes
represented by this Temporary Global Note credited to the securities accounts of
such holders of Notes. Any statement issued by Euroclear or Clearstream to any
holder relating to a specified Note or Notes credited to the securities account
of such holder and stating the principal amount of such Note or Notes and
certified by Euroclear or Clearstream to be a true record of such securities
account shall, in the absence of manifest error, be conclusive evidence of the
records of Euroclear or Clearstream for the purposes of the next preceding
sentence (but without prejudice to any other means of producing such records in
evidence). Notwithstanding any provision to the contrary contained in this
Temporary Global Note, the Issuer irrevocably agrees, for the benefit of such
holder and its successors and assigns, that, subject to the provisions of the
Indenture, each holder or its successors or assigns may file any claim, take any
action or institute any proceeding to enforce, directly against the Issuer, the
obligation of the Issuer hereunder to

                                     B-2-10
<PAGE>   123
pay any amount due in respect of each Note represented by this Temporary Global
Note which is credited to such holder's securities account.


                                     B-2-11

<PAGE>   124

                                   SCHEDULE A

                         SCHEDULE OF EXCHANGES FOR NOTES
                     REPRESENTED BY A PERMANENT GLOBAL NOTE

The following exchanges of a part of this Temporary Global Note for Notes
represented by a Permanent Global Note have been made:

<TABLE>
<CAPTION>

=============================== ============================ ============================ ============================
Date exchange made              Part of principal amount
                                of this Temporary Global     Remaining Principal amount
                                Note exchanged for Notes     of this Temporary Global
                                represented by a Permanent   Note following such          Notation made by or on
                                Global Note                  exchange                     behalf of the Issuer
<S>                             <C>                          <C>                          <C>
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
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======================================================================================================================
</TABLE>


                                     B-2-12
<PAGE>   125

                                                                     EXHIBIT B-3
                                                                            TO
                                                        SERIES 2001-2 SUPPLEMENT

                      FORM OF PERMANENT GLOBAL CLASS B NOTE

REGISTERED                                                      $[            ]*

No. R-1

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO. U87610 BE 7
                                                           ISIN NO. USU87610BE70

         THIS SECURITY 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 CLASS B NOTE, AGREES FOR THE BENEFIT OF
TEAM FLEET FINANCING CORPORATION (THE "COMPANY") THAT THIS CLASS B NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) TN A TRANSACTION TN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE
REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OR THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.18 OF THE BASE INDENTURE,
THIS CLASS B NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE
OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS B NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION

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

*   Denominations of $1,000,000 and integral multiples of $1,000.


                                     B-3-1
<PAGE>   126


OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE PRINCIPAL OF THIS CLASS B NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                        TEAM FLEET FINANCING CORPORATION

              FLOATING RATE RENTAL CAR ASSET BACKED NOTES, CLASS B

         Team Fleet Financing Corporation, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [       DOLLARS], 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
Class B Note shall be due on the Series 2001-2 Termination Date, which is the
December 25, 2004 Distribution Date. However, principal with request to the
Class B Note may be paid earlier or later under certain limited circumstances
described in the Indenture. The Company will pay interest on this Class B Note
at the Class B Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class B Note is paid or made available for
payment, on the principal amount of this Class Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Class B Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from __________, 2001. Interest will be computed on the basis of a
360-day year of twelve 30-day months. Such principal of and interest on this
Class B Note shall be paid in the manner specified on the reverse hereof

         The principal of and interest on this Class B 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. All payments made by the
Company with respect to this Class B Note shall be applied first to interest due
and payable on this Class B Note as provided above and then to the unpaid
principal of this B Note. This Class B 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 Class B Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class B 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 Class B Note does not purport to summarize the


                                     B-3-2
<PAGE>   127

Indenture and reference is made to the Indenture for information with respect to
the interests, fights, benefits, obligations, proceeds and duties evidenced
hereby and the fights, 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 4 Albany Street, New York, New York 10006, Attn: 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 Class B 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.


                                     B-3-3
<PAGE>   128



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

Date:  __________, 2001          TEAM FLEET FINANCING CORPORATION


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


                                     B-3-4
<PAGE>   129


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                  BANKERS TRUST COMPANY,
                                  as Trustee


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


                                     B-3-5
<PAGE>   130


                            [REVERSE OF CLASS B NOTE]

         This Class B Note is one of a duly authorized issue of Class B Notes of
the Company, designated as its Floating Rate Rental Car Asset Backed Notes,
Class B (herein called the "Class B Note"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
amended or modified, is herein called the "Base Indenture"), among the Company,
Budget Group, Inc., as servicer (the "Servicer") and as Budget Interestholder
(in such capacity, the "Budget Interestholder") and Bankers Trust Company, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 2001-2 Supplement, dated as of __________, 2001
(the "Series 2001-2 Supplement"), among the Company, the Servicer, the Budget
Interestholder and the Trustee. The Base Indenture and the Series 2001-2
Supplement are referred to herein as the "Indenture". The Class B Notes are
subject to all terms of the Indenture. All terms used in this Class B Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class B Notes are and will be equally and ratably secured by the
Class B Collateral pledged as security therefor as provided in the Indenture and
the Series 2001-2 Supplement.

         Principal of the Class B Notes will be payable on each Distribution
Date in an amount described in the Indenture. "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 __________, 2001.

         As described above, the entire unpaid principal amount of this Class B
Note shall be due and payable on the Series 2001-2 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 2001-2 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class B Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class B Notes shall be made pro rata to the
Noteholders entitled thereto.

         Payments of interest on this Class B Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class B Note, shall be made by check
mailed first class to the Person whose name appears as the Holder of record of
this Class B Note (or one or more predecessor Class B Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class B Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments, will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class B
Note be submitted for notation of payment. Any reduction in the principal amount
of this Class B Note (or any one or more predecessor Class B Notes) effected by
any payments made on any Distribution Date shall be binding upon all future
Holders of this Class B Note and of any Class B Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted thereon. If funds are expected to be available, as provided in the
Indenture, for payment in


                                     B-3-6
<PAGE>   131

fall of the then remaining unpaid principal amount of this Class B Note on a
Distribution Date, then the Trustee, in the name of and on behalf of the
Company, will notify the Person who was the registered Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed within five days
of such Distribution Date and the amount then due and payable shall be payable
only upon presentation and surrender of this Class B Note at the Trustee's
principal Corporate Trust and Agency Group.

         As provided in the Indenture, the Class B Notes are subordinate to the
Class A Notes and, accordingly, (i) no payments of principal will be made with
respect to this Class B Note until all of the Class A Notes have been paid in
full and (ii) no payments of interest will be made with respect to this Class B
Note on any given date until all payments of interest under any of the Class A
Notes that are due and payable on such date have been paid in full.

         The Company shall pay interest on overdue installments of interest at
the Class B Note Rate to the extent lawful.

         As provided in the Indenture, the Class B Notes are subject to
repurchase by the Issuer in whole, but not in part, on any Distribution Date
after which the Class A Notes have been paid in full. If on any such
Distribution Date, the Aggregate Principal Balance of the Class B Notes is
greater than [$_____], a prepayment premium shall be payable in respect of such
Notes as set forth in the Series 2001-2 Supplement.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class B Note may be registered on the Note
Register upon surrender of this Class B 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 Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in The City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the Trustee
may reasonably require, and thereupon one or more new Class B 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 Class B 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 Noteholder or Note Owner, by acceptance of a Class B Note or, in
the case of a Note Owner, a beneficial interest in a Class B Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Company, the Servicer or the Trustee on the Class B Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer 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
or the Servicer in its individual capacity, any holder of a beneficial interest
in the Company, the Servicer or the Trustee or of any successor or assign of the
Trustee or the Servicer in its individual capacity, except (a) as any such
Person may have expressly agreed and (b) any such partner, owner or beneficiary
shall be


                                     B-3-7
<PAGE>   132

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 Class B Note, subject to
Section 13.18 of the Base Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents and warrants that
it is either (a) not a Benefit Plan or (b), if the foregoing is not the case (i)
that its purchase and holding of the Note will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") or (h) if the Noteholder or Note Owner is an "insurance
company general account", as such term is defined in Prohibited Transaction
Exemption ("PTE") 95-60 (issued July 12, 1995), there is no "plan" with respect
to which the aggregate amount of such general account's reserves and liabilities
for the contracts held by or on behalf of such "plan" and all others "plans"
maintained by the same employer (and affiliates thereof as defined in Section
V(a)(1) of PTE 95-60) or by the same employee organization (in each case
determined in accordance with PTE 95-60) exceeds or will exceed 10% of the total
of all reserves and liabilities of such general account (determined in
accordance with PTE 95-60, exclusive of separate account liabilities, plus any
applicable surplus) as of the date of the acquisition of the Note or a
beneficial interest in the Note. As used herein, "Benefit Plan" shall mean any
employee benefit plan (as defined in Section 3(3) of ERISA)that is subject to
the provisions of Title I of ERISA, a plan described in Section 4975(e)(1) of
the Code or an entity whose underlying assets include plan assets in such
entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, Insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

         Prior to the due presentment for registration of transfer of this Class
B Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Class B Note (as of the date 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 this Class B
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 the Noteholders that, for Federal,
state and local income and franchise tax purposes only, the Class B Notes will
evidence indebtedness of the Company secured by the Class B Collateral, The
Noteholders, by the acceptance of this Class B Note, agree to treat this Class B
Note for Federal, state and local income and franchise tax purposes as
indebtedness of the Company.


                                     B-3-8
<PAGE>   133

         In the event a Noteholder or Note Owner is a nonresident alien, foreign
corporation or other non-United States person (a "Foreign Person"), such Foreign
Person shall provide to the Trustee at least annually an appropriate statement
(on Internal Revenue Service Form W-8 or suitable substitute) with respect to
United States federal income tax and withholding tax, signed under penalties of
perjury, certifying that a beneficial owner of this Note is a Foreign Person and
providing the Noteholder's name and address. If the information provided in the
statement changes, the Foreign Person shall so inform the Trustee within 30 days
of such change.

         The Indenture permits, 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 2001-2 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2001-2 Notes representing more than 50% in principal amount of the Outstanding
Series 2001-2 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 2001-2 Notes
representing specified percentages of the Outstanding Series 2001-2 Notes, on
behalf of the Holders of all the Series 2001-2 Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Class B Note (or any one of more predecessor Class B Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class B Note and of Class B 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 this Class B 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 2001-2 Notes issued thereunder.

         The term "Company" as used in this Class B Note includes any successor
to the Company under the Indenture.

         The Class B Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations set forth therein.

         This Class B 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, fights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.

         No reference herein to the Indenture and no provision of this Class B
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
this Class B Note at the times, place, and rate, and in the coin or currency
herein prescribed.

         Interests in this Permanent Global Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear or
Clearstream. Each person who is shown in the records of Euroclear and
Clearstream as entitled to a particular number of Notes by way of an interest in
this Permanent Global Note will be treated by the Trustee and any paying agent
as the holder of such number of Notes. For purposes of this Permanent Global
Note, the securities account records of Euroclear or Clearstream shall in the
absence of manifest error, be conclusive


                                     B-3-9
<PAGE>   134

evidence of the identity of the holders of Notes and of the principal amount of
Notes represented by this Permanent Global Note credited to the securities
accounts of such holders of Notes. Any statement issued by Euroclear or
Clearstream to any holder relating to a specified Note or Notes credited to the
securities account of such holder and stating the principal amount of such Note
or Notes and certified by Euroclear or Clearstream to be a true record of such
securities account shall, in the absence of manifest error, be conclusive
evidence of the records of Euroclear or Clearstream for the purposes of the next
preceding sentence (but without prejudice to any other means of producing such
records in evidence). Notwithstanding any provision to the contrary contained in
this Permanent Global Note, the Issuer irrevocably agrees, for the benefit of
such holder and its successors and assigns, that, subject to the provisions of
the Indenture, each holder or its successors or assigns may file any claim, take
any action or institute any proceeding to enforce, directly against the Issuer,
the obligation of the Issuer hereunder to pay any amount due in respect of each
Note represented by this Permanent Global Note which is credited to such
holder's securities account with Euroclear or Clearstream without the production
of this Permanent Global Note.

         Interests in this Permanent Global Note may be exchanged for Definitive
Notes subject to the provisions of the Indenture.


                                     B-3-10
<PAGE>   135


                                                                     EXHIBIT C-1
                                                                            TO
                                                        SERIES 2001-2 SUPPLEMENT

                     FORM OF RESTRICTED GLOBAL CLASS C NOTE

REGISTERED                                                        $[__________]*

No. R-1

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO. 878154 BF 9
                                                           ISIN NO. US878154BF96

         THIS SECURITY 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 CLASS C NOTE, AGREES FOR THE BENEFIT OF
TEAM FLEET FINANCING CORPORATION (THE "COMPANY") THAT THIS CLASS C NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE
REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OR THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.18 OF THE BASE INDENTURE,
THIS CLASS C NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE
OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS C NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF

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

*        Denominations of $1,000,000 and integral multiples of $1,000.


                                     C-1-1
<PAGE>   136

TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS C NOTE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE PRINCIPAL OF THIS CLASS C NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS C NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                        TEAM FLEET FINANCING CORPORATION

              FLOATING RATE RENTAL CAR ASSET BACKED NOTES, CLASS C

         Team Fleet Financing Corporation, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co. or registered assigns, the principal sum of [        DOLLARS], 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
Class C Note shall be due on the Series 2001-2 Termination Date, which is the
December 25, 2004 Distribution Date. However, principal with request to the
Class C Notes may be paid earlier or later under certain limited circumstances
described in the Indenture. The Company will pay interest on this Class C Note,
at the Class C Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class C Note is paid or made available for
payment, on the principal amount of this Class Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Class C Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from __________, 2001. Interest will be computed on the basis of a
360-day year of twelve 30-day months. Such principal of and interest on this
Class C Note shall be paid in the manner specified on the reverse hereof.

         The principal of and interest on this Class C 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. All payments made by the
Company with respect to this Class C Note shall be applied first to interest due
and payable on this Class C Note as provided above and then to the unpaid
principal of this C Note. This Class C Note does not represent an interest in,
or an obligation of, the Servicer, or any affiliate of the Servicer other than
the Company.

         Interests in this Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a Temporary Global Note or a Permanent Global
Note if this Note is a Restricted Global Note (each as defined in the Base
Indenture), in each case of the same Series and class, provided that such
transfer or


                                     C-1-2
<PAGE>   137

exchange complies with Article 2 of the Base Indenture. Interests in this Note
may be exchangeable in whole or in part for duly executed and issued definitive
registered Notes if so provided in Article 2 of the Base Indenture, with the
applicable legends as marked therein, subject to the provisions of the Base
Indenture.

         Reference is made to the further provisions of this Class C Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class C 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 Class C Note does not purport to summarize the
Indenture and 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 4 Albany Street, New York, New York 10006, Attn: 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 Class C 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.


                                     C-1-3
<PAGE>   138



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

Date:  ______________, 2001             TEAM FLEET FINANCING CORPORATION


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


                                     C-1-4
<PAGE>   139


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        BANKERS TRUST COMPANY,
                                        as Trustee


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


                                      C-1-5
<PAGE>   140



                            [REVERSE OF CLASS C NOTE]

         This Class C Note is one of a duly authorized issue of Class C Notes of
the Company, designated as its Floating Rate Rental Car Asset Backed Notes,
Class C (herein called the "Class C Notes"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
amended or modified, is herein called the "Base Indenture"), among the Company,
Budget Group, Inc., as servicer (the "Servicer") and as Budget Interestholder
(in such capacity, the "Budget Interestholder") and Bankers Trust Company, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 2001-2 Supplement, dated as of _________, 2001
(the "Series 2001-2 Supplement"), among the Company, the Servicer, the Budget
Interestholder and the Trustee. The Base Indenture and the Series 2001-2
Supplement are referred to herein as the "Indenture". The Class C Notes are
subject to all terms of the Indenture. All terms used in this Class C Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class C Notes are and will be equally and ratably secured by the
Class C Collateral pledged as security therefor as provided in the Indenture and
the Series 2001-2 Supplement.

         Principal of the Class C Notes will be payable on each Distribution
Date in an amount described in the Indenture. "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 ___________, 2001.

         As described above, the entire unpaid principal amount of this Class C
Note shall be due and payable on the Series 2001-2 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 2001-2 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class C Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class C Notes shall be made pro rata to the
Noteholders entitled thereto.

         Payments of interest on this Class C Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class C Note, shall be made by check
mailed first class to the Person whose name appears as the Holder of record of
this Class C Note (or one or more predecessor Class C Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class C Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments, will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class C
Note be submitted for notation of payment. Any reduction in the principal amount
of this Class C Note (or any one or more predecessor Class C Notes) effected by
any payments made on any Distribution Date shall be binding upon all future
Holders of this Class C Note and of any Class C Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted thereon. If funds are expected to be available, as provided in the
Indenture, for payment in


                                     C-1-6
<PAGE>   141

full of the then remaining unpaid principal amount of this Class C Note on a
Distribution Date, then the Trustee, in the name of and on behalf of the
Company, will notify the Person who was the registered Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed within five days
of such Distribution Date and the amount then due and payable shall be payable
only upon presentation and surrender of this Class C Note at the Trustee's
principal Corporate Trust Office.

         As provided in the Indenture, the Class C Notes are subordinate to the
Class A Notes and the Class B Notes and, accordingly, (i) no payments of
principal will be made with respect to this Class C Note until all of the Class
A Notes and the Class B Notes have been paid in full and (ii) no payments of
interest will be made with respect to this Class C Note on any given date until
all payments of interest under any of the Class A Notes and the Class B Notes
that are due and payable on such date have been paid in full.

         The Company shall pay interest on overdue installments of interest at
the Class C Note Rate to the extent lawful.

         As provided in the Indenture, the Class C Notes are subject to
repurchase by the Issuer in whole, but not in part on any Distribution Date on
or which the Class A and Class B Notes have been paid in full. If on any such
Distribution Date, the Aggregate Principal Balance is greater than
$[__________], a prepayment premium shall be payable as set forth in the Series
2001-2 Supplement.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class C Note may be registered on the Note
Register upon surrender of this Class C 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 Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in The City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the Trustee
may reasonably require, and thereupon one or more new Class C 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 Class C 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 Noteholder or Note Owner, by acceptance of a Class C Note or, in
the case of a Note Owner, a beneficial interest in a Class C Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Company, the Servicer or the Trustee on the Class C Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer 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
or the Servicer in its individual capacity, any holder of a beneficial interest
in the Company, the Servicer or the Trustee or of any successor or assign of the
Trustee or the Servicer in its individual capacity, except (a) as any


                                     C-1-7
<PAGE>   142

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 Class C Note, subject to
Section 13.18 of the Base Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents and warrants that
it is either (a) not a Benefit Plan or (b), if the foregoing is not the case (i)
that its purchase and holding of the Note will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of
1974, as amended "ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") or (ii) if the Noteholder or Note Owner is an "insurance
company general account", as such term is defined in Prohibited Transaction
Exemption ("PTE") 95-60 (issued July 12, 1995), there is no "plan" with respect
to which the aggregate amount of such general account's reserves and liabilities
for the contracts held by or on behalf of such "plan" and all other "plans"
maintained by the same employer (and affiliates thereof as defined in Section
V(a)(1) of PTE 95-60) or by the same employee organization (in each case
determined in accordance with PTE 95-60) exceeds or will exceed 10% of the total
of all reserves and liabilities of such general account (determined in
accordance with PTE 95-60, exclusive of separate account liabilities, plus any
applicable surplus) as of the date of the acquisition of the Note or a
beneficial interest in the Note. As used herein, "Benefit Plan" shall mean any
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, a plan described in Section 4975(e)(1) of
the Code or an entity whose underlying assets include plan assets in such
entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

         Prior to the due presentment for registration of transfer of this Class
C Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Class C Note (as of the date 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 this Class C
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 the Noteholders that, for Federal,
state and local income and franchise tax purposes only, the Class C Notes will
evidence indebtedness of the Company secured by the Class C Collateral. The
Noteholders, by the acceptance of this Class C Note, agree to treat this Class C
Note for Federal, state and local income and franchise tax purposes as
indebtedness of the Company.


                                     C-1-8
<PAGE>   143

         The Indenture permits, 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 2001-2 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2001-2 Notes representing more than 50% in principal amount of the Outstanding
Series 2001-2 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 2001-2 Notes
representing specified percentages of the Outstanding Series 2001-2 Notes, on
behalf of the Holders of all the Series 2001-2 Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Class C Note (or any one of more predecessor Class C Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class C Note and of any Class C 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 this Class C 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 2001-2 Notes issued
thereunder.

         The term "Company" as used in this Class C Note includes any successor
to the Company under the Indenture.

         The Class C Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations set forth therein.

         This Class C 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.

         No reference herein to the Indenture and no provision of this Class C
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
this Class C Note at the times, place, and rate, and in the coin or currency
herein prescribed.

         Interests in this Restricted Global Note may be exchanged for
Definitive Notes, subject to the provisions of the Indenture.


                                     C-1-9
<PAGE>   144



                                   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 Class C Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________, attorney, to transfer said Class C
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 Note in
         every particular, without alteration, enlargement or any change
         whatsoever.


                                     C-1-10
<PAGE>   145


                                                                     EXHIBIT C-2
                                                                            TO
                                                        SERIES 2001-2 SUPPLEMENT

                      FORM OF TEMPORARY GLOBAL CLASS C NOTE

REGISTERED                                                        $[__________]*

No. R-1

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO. U87610 BF 4
                                                           ISIN NO. USU87610BF46

         THIS NOTE IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR
A PERMANENT GLOBAL NOTE WHICH IS, UNDER CERTAIN CIRCUMSTANCES, IN TURN,
EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE RIGHTS ATTACHING TO THIS
TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

         THIS SECURITY 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 CLASS C NOTE, AGREES FOR THE BENEFIT OF
TEAM FLEET FINANCING CORPORATION (THE "COMPANY") THAT THIS CLASS C NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE
REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OR THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.


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

*        Denominations of $1,000,000 and integral multiples of $1,000.


                                     C-2-1
<PAGE>   146

         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.18 OF THE BASE INDENTURE,
THIS CLASS C NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE
OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS C NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CLASS C NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS CLASS C NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS C NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         INTERESTS IN THIS TEMPORARY GLOBAL NOTE MAY ONLY BE HELD BY NON U.S.
PERSONS AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY ONLY BE HELD IN BOOK-ENTRY FORM THROUGH EUROCLEAR OR
CLEARSTREAM.

                        TEAM FLEET FINANCING CORPORATION

              FLOATING RATE RENTAL CAR ASSET BACKED NOTES, CLASS C

         Team Fleet Financing Corporation, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ DOLLARS], (or such
lesser amount as shall be the outstanding principal amount of this Temporary
Global Note shown in Schedule A 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 Class C Note shall be due on the Series
2001-2 Termination Date, which is the December 25, 2004 Distribution Date.
However, principal with request to the Class C Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class C Note at the Class C Note Rate. Such
interest shall be payable on each Distribution Date until the principal of this
Class C Note is paid or made available for payment, on the principal amount of
this Class Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on the preceding Distribution Date).
Interest on this Class C Note will accrue for each Distribution Date from the
most recent Distribution Date on which interest has been paid to but excluding
such Distribution Date or, if no interest has yet been paid, from _________,
2001. Interest will be computed on the basis of a 360-day year of twelve 30-


                                     C-2-2
<PAGE>   147

day months. Such principal of and interest on this Class C Note shall be paid in
the manner specified on the reverse hereof.

         The principal of and interest on this Class C 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. All payments made by the
Company with respect to this Class C Note shall be applied first to interest due
and payable on this Class C Note as provided above and then to the unpaid
principal of this Class C Note. This Class C Note does not represent an interest
in, or an obligation of, the Servicer, or any affiliate of the Servicer other
than the Company.

         Interests in this Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Note if this Note is a Temporary
Global Note, or for interests in a Temporary Global Note or a Permanent Global
Note if this Note is a Restricted Global Note (each as defined in the Base
Indenture), in each case of the same Series and class, provided that such
transfer or exchange complies with Article 2 of the Base Indenture. Interests in
this Note may be exchangeable in whole or in part for duly executed and issued
definitive registered Notes if so provided in Article 2 of the Base Indenture,
with the applicable legends as marked therein, subject to the provisions of the
Base Indenture.

         Reference is made to the further provisions of this Class C Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class C 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 Class C Note does not purport to summarize the
Indenture and 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 4 Albany Street, New York, New York 10006, Attn: 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 Class C 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.


                                     C-2-3
<PAGE>   148



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

Date:_________________, 2001           TEAM FLEET FINANCING CORPORATION


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


                                     C-2-4
<PAGE>   149



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                     BANKERS TRUST COMPANY,
                                     as Trustee


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


                                      C-2-5

<PAGE>   150
                            [REVERSE OF CLASS C NOTE]


         This Class C Note is one of a duly authorized issue of Class C Notes of
the Company, designated as its Floating Rate Rental Car Asset Backed Notes,
Class C (herein called the "Class C Notes"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
amended or modified, is herein called the "Base Indenture"), among the Company,
Budget Group, Inc., as servicer (the "Servicer") and as Budget Interestholder
(in such capacity, the "Budget Interestholder") and Bankers Trust Company, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 2001-2 Supplement, dated as of _________, 2001
(the "Series 2001-2 Supplement"), among the Company, the Servicer, the Budget
Interestholder and the Trustee. The Base Indenture and the Series 2001-2
Supplement are referred to herein as the "Indenture". The Class C Notes are
subject to all terms of the Indenture. All terms used in this Class C Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class C Notes are and will be equally and ratably secured by the
Class C Collateral pledged as security therefor as provided in the Indenture and
the Series 2001-2 Supplement.

         Principal of the Class C Notes will be payable on each Distribution
Date in an amount described in the Indenture. "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 _________, 2001.

         As described above, the entire unpaid principal amount of this Class C
Note shall be due and payable on the Series 2001-2 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 2001-2 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class C Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class C Notes shall be made pro rata to the
Noteholders entitled thereto.

         Payments of interest on this Class C Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class C Note, shall be made by check
mailed first class to the Person whose name appears as the Holder of record of
this Class C Note (or one or more predecessor Class C Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class C Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class C
Note be submitted for notation of payment. Any reduction in the principal amount
of this Class C Note (or any one or more predecessor Class C Notes) effected by
any payments made on any Distribution Date shall be binding upon all future
Holders of this Class C Note and of any Class C Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted thereon. If funds are expected to be available, as provided in the
Indenture, for payment in


                                     C-2-6
<PAGE>   151

full of the then remaining unpaid principal amount of this Class C Note on a
Distribution Date, then the Trustee, in the name of and on behalf of the
Company, will notify the Person who was the registered Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed within five days
of such Distribution Date and the amount then due and payable shall be payable
only upon presentation and surrender of this Class C Note at the Trustee's
principal Corporate Trust Office.

         As provided in the Indenture, the Class C Notes are subordinate to the
Class A Notes and Class B Notes and, accordingly, (i) no payments of principal
will be made with respect to this Class C Note until all of the Class A Notes
and Class B Notes have been paid in full and (ii) no payments of interest will
be made with respect to this Class C Note on any given date until all payments
of interest under any of the Class A Notes and Class B Notes that are due and
payable on such date have been paid in full.

         The Company shall pay interest on overdue installments of interest at
the Class C Note Rate to the extent lawful.

         As provided in the Indenture, the Class C Notes are subject to
repurchase by the Issuer in whole, but not in part on any Distribution Date on
or after which the Class A and Class B Notes have been paid in full. If on any
such Distribution Date, the Aggregate Principal Balance is greater than
$[__________], a prepayment premium shall be payable as set forth in the Series
2001-2 Supplement.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class C Note may be registered on the Note
Register upon surrender of this Class C 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 Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in The City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the Trustee
may reasonably require, and thereupon one or more new Class C 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 Class C 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 Noteholder or Note Owner, by acceptance of a Class C Note or, in
the case of a Note Owner, a beneficial interest in a Class C Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Company, the Servicer or the Trustee on the Class C Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer 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
or the Servicer in its individual capacity, any holder of a beneficial interest
in the Company, the Servicer or the Trustee or of any successor or assign of the
Trustee or the Servicer in its individual capacity, except (a) as any


                                     C-2-7
<PAGE>   152

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 Class C Note, subject to
Section 13.18 of the Base Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents and warrants that
it is either (a) not a Benefit Plan or (b), if the foregoing is not the case (i)
that its purchase and holding of the Note will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") or (ii) if the Noteholder or Note Owner is an "insurance
company general account", as such term is defined in Prohibited Transaction
Exemption ("PTE") 95-60 (issued July 12, 1995), there is no "plan" with respect
to which the aggregate amount of such general account's reserves and liabilities
for the contracts held by or on behalf of such "plan" and all other "plans"
maintained by the same employer (and affiliates thereof as defined in Section
V(a)(1) of PTE 95-60) or by the same employee organization (in each case
determined in accordance with PTE 95-60) exceeds or will exceed 10% of the total
of all reserves and liabilities of such general account (determined in
accordance with PTE 95-60, exclusive of separate account liabilities, plus any
applicable surplus) as of the date of the acquisition of the Note or a
beneficial interest in the Note. As used herein, "Benefit Plan" shall mean any
employee benefit plan (as defined in Section 3(3) of ERISA)that is subject to
the provisions of Title I of ERISA, a plan described in Section 4975(e)(1) of
the Code or an entity whose underlying assets include plan assets in such
entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in full of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

         Prior to the due presentment for registration of transfer of this Class
C Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Class C Note (as of the date 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 this Class C
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 the Noteholders that, for Federal,
state and local income and franchise tax purposes only, the Class C Notes will
evidence indebtedness of the Company secured by the Class C Collateral. The
Noteholders, by the acceptance of this Class C Note, agree to treat this Class C
Note for Federal, state and local income and franchise tax purposes as
indebtedness of the Company.


                                     C-2-8
<PAGE>   153

         Each Holder of this Note shall provide to the Trustee at least annually
an appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that a beneficial owner of
this Note is a non U.S. person and providing the Noteholders' name and address.
If the information provided in the statement changes, the Noteholder shall so
inform the Trustee within 30 days of such change.

         The Indenture permits, 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 2001-2 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2001-2 Notes representing more than 50% in principal amount of the Outstanding
Series 2001-2 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 2001-2 Notes
representing specified percentages of the Outstanding Series 2001-2 Notes, on
behalf of the Holders of all the Series 2001-2 Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Class C Note (or any one of more predecessor Class C Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class C Note and of Class C 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 this Class C 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 2001-2 Notes issued thereunder.

         The term "Company" as used in this Class C Note includes any successor
to the Company under the Indenture.

         The Class C Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations set forth therein.

         This Class C 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, fights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.

         No reference herein to the Indenture and no provision of this Class C
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
this Class C Note at the times, place, and rate, and in the coin or currency
herein prescribed.

         Prior to the Exchange Date (as defined below), payments (if any) on
this Temporary Global Note will only be paid to the extent that there is
presented by Clearstream Banking, societe anonyme ("Clearstream") or Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euroclear System ("Euroclear") to the Trustee at its office in London a
certificate, substantially in the form set out in Exhibit F to the Base
Indenture, to the effect that it has received from or in respect of a person
entitled to a Note (as shown by its records) a certificate from such person in
or substantially in the form of Exhibit G to the Base Indenture.


                                     C-2-9
<PAGE>   154

After the Exchange Date the holder of this Temporary Global Note will not be
entitled to receive any payment hereon, until this will not be entitled to
receive any payment hereon, until this Temporary Global Note is exchanged in
full for a Permanent Global Note. This Temporary Global Note shall in all other
respects be entitled to the same benefits as the Permanent Global Notes under
the Indenture.

         On or after the date (the "Exchange Date") which is the date that is
the [40th Day] after the completion of the distribution of the relevant Series,
interests in this Temporary Global Note may be exchanged (free of charge) for
interests in a Permanent Global Note in the form of Exhibit C-3 to the Series
2001-2 Supplement upon presentation of this Temporary Global Note at the office
in London of the Trustee (or at such other place outside the United States of
America, its territories and possessions as the Trustee may agree). The
permanent Global Note shall be so issued and delivered in exchange for only that
portion of this Temporary Global Note at the office in London of the Trustee (or
at such other place outside the United States of America, its territories and
possessions as the Trustee may agree). The Permanent Global Note shall be so
issued and delivered in exchange for only that portion of this Temporary Global
Note in respect of which there shall have been presented to the Trustee by
Euroclear or Clearstream a certificate, substantially in the form set out in
Exhibit F to the Base Indenture, to the effect that it has received from or in
respect of a person entitled to a Note (as shown by its records) a certificate
from such person in or substantially in the form of Exhibit G to the Base
Indenture.

         On an exchange of the whole of this Temporary Global Note, this
Temporary Global Note shall be surrendered to the Trustee at its office in
London. On an exchange of part only of this Temporary Global Note, details of
such exchange shall be entered by or on behalf of the Issuer in Schedule A
hereto and the relevant space in Schedule A hereto recording such exchange shall
be signed by or on behalf of the Issuer. If, following the issue of a Permanent
Global Note in exchange for some of the Notes represented by this Temporary
Global Note, further Notes of this Series are to be exchanged pursuant to this
paragraph, such exchange may be effected, without the issue of a new Permanent
Global Note, by the issuer or its agent endorsing Part I of Schedule A of the
Permanent Global Note previously issued to reflect an increase in the aggregate
principal amount of such Permanent Global Note by an amount equal to the
aggregate principal amount of the additional Notes of this Series to be
exchanged.

         Interests in this Temporary Global Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear or
Clearstream. Each person who is shown in the records of Euroclear and
Clearstream as entitled to a particular number of Notes by way of an interest in
this Temporary Global Note will be treated by the Issuer, the Trustee and any
paying agent as the holder of such number of Notes. For purposes of this
Temporary Global Note, the securities account records of Euroclear or
Clearstream shall in the absence of manifest error, be conclusive evidence of
the identity of the holders of Notes and of the principal amount of Notes
represented by this Temporary Global Note credited to the securities accounts of
such holders of Notes. Any statement issued by Euroclear or Clearstream to any
holder relating to a specified Note or Notes credited to the securities account
of such holder and stating the principal amount of such Note or Notes and
certified by Euroclear or Clearstream to be a true record of such securities
account shall, in the absence of manifest error, be conclusive evidence of the
records of Euroclear or Clearstream for the purposes of the next preceding
sentence (but without prejudice to any other means of producing such records in
evidence). Notwithstanding any


                                     C-2-10
<PAGE>   155

provision to the contrary contained in this Temporary Global Note, the Issuer
irrevocably agrees, for the benefit of such holder and its successors and
assigns, that, subject to the provisions of the Indenture, each holder or its
successors or assigns may file any claim, take any action or institute any
proceeding to enforce, directly against the Issuer, the obligation of the Issuer
hereunder to pay any amount due in respect of each Note represented by this
Temporary Global Note which is credited to such holder's securities account.


                                     C-2-11
<PAGE>   156

                                   SCHEDULE A

                         SCHEDULE OF EXCHANGES FOR NOTES
                     REPRESENTED BY A PERMANENT GLOBAL NOTE


The following exchanges of a part of this Temporary Global Note for Notes
represented by a Permanent Global Note have been made:

<TABLE>
<CAPTION>
================================================================================================================
                                Part of principal amount
                                of this Temporary Global     Remaining Principal amount
                                Note exchanged for Notes     of this Temporary Global
                                represented by a Permanent   Note following such          Notation made by or on
 Date exchange made             Global Note                  exchange                     behalf of the Issuer
-----------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>

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

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

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

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

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

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

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

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

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

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


=================================================================================================================
</TABLE>


                                     C-2-12

<PAGE>   157

                                                                     EXHIBIT C-3
                                                                              TO
                                                        SERIES 2001-2 SUPPLEMENT

                      FORM OF PERMANENT GLOBAL CLASS C NOTE

REGISTERED                                                        $[__________]*

No. R-1

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                    CUSIP (CINS) NO. U87610 BF 4
                                                           ISIN NO. USU87610BF46


         TIES SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT-2") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS.
THE HOLDER HEREOF, BY PURCHASING THIS CLASS C NOTE, AGREES FOR THE BENEFIT OF
TEAM FLEET FINANCING CORPORATION (THE "COMPANY") THAT THIS CLASS C NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED TN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT BY THE
REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OR THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

         EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.18 OF THE BASE INDENTURE,
THIS CLASS C NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE
OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS C NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION


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

*      Denominations of $1,000,000 and integral multiples of $1,000.


                                      C-3-1
<PAGE>   158

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS C NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE PRINCIPAL OF THIS CLASS C NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS C NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                        TEAM FLEET FINANCING CORPORATION

              FLOATING RATE RENTAL CAR ASSET BACKED NOTES, CLASS C

         Team Fleet Financing Corporation, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [              DOLLARS],
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
Class C Note shall be due on the Series 2001-2 Termination Date, which is the
December 25, 2004 Distribution Date. However, principal with request to the
Class C Notes may be paid earlier or later under certain limited circumstances
described in the Indenture. The Company will pay interest on this Class C Note
at the Class C Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Class C Note is paid or made available for
payment, on the principal amount of this Class Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Class C Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from _________, 2001. Interest will be computed on the basis of a
360-day year of twelve 30-day months. Such principal of and interest on this
Class C Note shall be paid in the manner specified on the reverse hereof.

         The principal of and interest on this Class C 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. All payments made by the
Company with respect to this Class C Note shall be applied first to interest due
and payable on this Class C Note as provided above and then to the unpaid
principal of this Class C Note. This Class C 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 Class C Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class C 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 Class C Note does not purport to summarize the


                                      C-3-2
<PAGE>   159

Indenture and 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 4 Albany Street, New York, New York 10006, Attn: 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 Class C 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.


                                     C-3-3
<PAGE>   160

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

Date:             , 2001           TEAM FLEET FINANCING CORPORATION
     -------------



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


                                     C-3-4
<PAGE>   161

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                               BANKERS TRUST COMPANY,
                               as Trustee



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


                                     C-3-5
<PAGE>   162

                            [REVERSE OF CLASS C NOTE]


         This Class C Note is one of a duly authorized issue of Class C Notes of
the Company, designated as its Floating Rate Rental Car Asset Backed Notes,
Class C (herein called the "Class C Notes"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
amended or modified, is herein called the "Base Indenture"), among the Company,
Budget Group, Inc., as servicer (the "Servicer") and as Budget Interestholder
(in such capacity, the "Budget Interestholder") and Bankers Trust Company, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 2001-2 Supplement, dated as of _________, 2001
(the "Series 2001-2 Supplement"), among the Company, the Servicer, the Budget
Interestholder and the Trustee. The Base Indenture and the Series 2001-2
Supplement are referred to herein as the "Indenture". The Class C Notes are
subject to all terms of the Indenture. All terms used in this Class C Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class C Notes are and will be equally and ratably secured by the
Class C Collateral pledged as security therefor as provided in the Indenture and
the Series 2001-2 Supplement.

         Principal of the Class C Notes will be payable on each Distribution
Date in an amount described in the Indenture. "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 _________, 2001.

         As described above, the entire unpaid principal amount of this Class C
Note shall be due and payable on the Series 2001-2 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default, Waiver Event or Series 2001-2 Limited Liquidation Event of Default
shall have occurred and be continuing then, in certain circumstances, principal
on the Class C Notes may be paid earlier, as described in the Indenture. All
principal payments on the Class C Notes shall be made pro rata to the
Noteholders entitled thereto.

         Payments of interest on this Class C Note due and payable on each
Distribution Date, together with the installment of principal then due, if any,
to the extent not in full payment of this Class C Note, shall be made by check
mailed first class to the Person whose name appears as the Holder of record of
this Class C Note (or one or more predecessor Class C Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Class C Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class C
Note be submitted for notation of payment. Any reduction in the principal amount
of this Class C Note (or any one or more predecessor Class C Notes) effected. by
any payments made on any Distribution Date shall be binding upon all future
Holders of this Class C Note and of any Class C Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted thereon. If funds are expected to be available, as provided in the
Indenture, for payment in


                                     C-3-6
<PAGE>   163

full of the then remaining unpaid principal amount of this Class C Note on a
Distribution Date, then the Trustee, in the name of and on behalf of the
Company, will notify the Person who was the registered Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed within five days
of such Distribution Date and the amount then due and payable shall be payable
only upon presentation and surrender of this Class C Note at the Trustee's
principal Corporate Trust and Agency Group.

         As provided in the Indenture, the Class C Notes are subordinate to the
Class A Notes and Class B Notes and, accordingly, (i) no payments of principal
will be made with respect to this Class C Note until all of the Class A Notes
and Class B Notes have been paid in full and (ii) no payments of interest will
be made with respect to this Class C Note on any given date until all payments
of interest under any of the Class A Notes and Class B Notes that are due and
payable on such date have been paid in full.

         The Company shall pay interest on overdue installments of interest at
the Class C Note Rate to the extent lawful.

         As provided in the Indenture, the Class C Notes are subject to
repurchase by the Issuer in whole, but not in part on any Distribution Date on
or after which the Class A Notes and Class B Notes have been paid in full. If on
any such Distribution Date, the Aggregate Principal Balance is greater than
$[__________], a prepayment premium shall be payable as set forth in the Series
2001-2 Supplement.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class C Note may be registered on the Note
Register upon surrender of this Class C 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 Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in The City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the Trustee
may reasonably require, and thereupon one or more new Class C 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 Class C 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 Noteholder or Note Owner, by acceptance of a Class C Note or, in
the case of a Note Owner, a beneficial interest in a Class C Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Company, the Servicer or the Trustee on the Class C Notes
or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer 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
or the Servicer in its individual capacity, any holder of a beneficial interest
in the Company, the Servicer or the Trustee or of any successor or assign of the
Trustee or the Servicer in its individual capacity, except (a) as any


                                     C-3-7
<PAGE>   164

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 Class C Note, subject to
Section 13.18 of the Base Indenture.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents and warrants that
it is either (a) not a Benefit Plan or (b), if the foregoing is not the case (i)
that its purchase and holding of the Note will not result in a non-exempt
prohibited transaction under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") or (ii) if the Noteholder or Note Owner is an "insurance
company general account", as such term is defined in Prohibited Transaction
Exemption ("PTE") 95-60 (issued July 12, 1995), there is no "plan" with respect
to which the aggregate amount of such general account's reserves and liabilities
for the contracts held by or on behalf of such "plan" and all other "plans"
maintained by the same employer (and affiliates thereof as defined in Section
V(a)(i) of PTE 95-60) or by the same employee organization (in each case
determined in accordance with PTE 95-60) exceeds or will exceed 10% of the total
of all reserves and liabilities of such general account (determined in
accordance with PTE 95-60, exclusive of separate account liabilities, plus any
applicable surplus) as of the date of the acquisition of the Note or a
beneficial interest in the Note. As used herein, "Benefit Plan" shall mean any
employee benefit plan (as defined in Section 3(3) of ERISA)that is subject to
the provisions of Title I of ERISA, a plan described in Section 4975(e)(1) of
the Code or an entity whose underlying assets include plan assets in such
entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not for a
period of one year and one day following payment in fall of all Notes institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Related
Documents.

         Prior to the due presentment for registration of transfer of this Class
C Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Class C Note (as of the date 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 this Class C
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 the Noteholders that, for Federal,
state and local income and franchise tax purposes only, the Class C Notes will
evidence indebtedness of the Company secured by the Class C Collateral. The
Noteholders, by the acceptance of this Class C Note, agree to treat this Class C
Note for Federal, state and local income and franchise tax purposes as
indebtedness of the Company.


                                     C-3-8
<PAGE>   165

         In the event a Noteholder or Note Owner is a nonresident alien, foreign
corporation or other non-United States person (a "Foreign Person"), such Foreign
Person shall provide to the Trustee at least annually an appropriate statement
(on Internal Revenue Service Form W-8 or suitable substitute) with respect to
United States federal income tax and withholding tax, signed under penalties of
perjury, certifying that a beneficial owner of this Note is a Foreign Person and
providing the Noteholder's name and address. If the information provided in the
statement changes, the Foreign Person shall so inform the Trustee within 30 days
of such change.

         The Indenture permits, 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 2001-2 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2001-2 Notes representing more than 50% in principal amount of the Outstanding
Series 2001-2 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 2001-2 Notes
representing specified percentages of the Outstanding Series 2001-2 Notes, on
behalf of the Holders of all the Series 2001-2 Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Class C Note (or any one of more predecessor Class C Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class C Note and of Class C 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 this Class C 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 2001-2 Notes issued thereunder.

         The term "Company" as used in this Class C Note includes any successor
to the Company under the Indenture.

         The Class C Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations set forth therein.

         This Class C 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.

         No reference herein to the Indenture and no provision of this Class C
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
this Class C Note at the times, place, and rate, and in the coin or currency
herein prescribed

         Interests in this Permanent Global Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear or
Clearstream. Each person who is shown in the records of Euroclear and
Clearstream as entitled to a particular number of Notes by way of an interest in
this Permanent Global Note will be treated by the Trustee and any paying agent
as the holder of such number of Notes. For purposes of this Permanent Global
Note, the securities account records of Euroclear or Clearstream shall in the
absence of manifest error, be conclusive


                                     C-3-9
<PAGE>   166

evidence of the identity of the holders of Notes and of the principal amount of
Notes represented by this Permanent Global Note credited to the securities
accounts of such holders of Notes. Any statement issued by Euroclear or
Clearstream to any holder relating to a specified Note or Notes credited to the
securities account of such holder and stating the principal amount of such Note
or Notes and certified by Euroclear or Clearstream to be a true record of such
securities account shall, in the absence of manifest error, be conclusive
evidence of the records of Euroclear or Clearstream for the purposes of the next
preceding sentence (but without prejudice to any other means of producing such
records in evidence). Notwithstanding any provision to the contrary contained in
this Permanent Global Note, the Issuer irrevocably agrees, for the benefit of
such holder and its successors and assigns, that, subject to the provisions of
the Indenture, each holder or its successors or assigns may file any claim, take
any action or institute any proceeding to enforce, directly against the Issuer,
the obligation of the Issuer hereunder to pay any amount due in respect of each
Note represented by this Permanent Global Note which is credited to such
holder's securities account with Euroclear or Clearstream without the production
of this Permanent Global Note.

         Interests in this Permanent Global Note may be exchanged for Definitive
Notes subject to the provisions of the Indenture.


                                     C-3-10
<PAGE>   167

                                                                       EXHIBIT D
                                                                          TO
                                                        Series 2001-2 SUPPLEMENT


                                 FORM OF CONSENT


Bankers Trust Company,
as Trustee
4 Albany Street
New York, NY 10006
Attn:  Corporate Trust and Agency Group

Team Fleet Financing Corporation
4225 Naperville Road
Lisle, Illinois 60532
Attn:  Treasurer


         This Consent is delivered pursuant to the Change of Percentage Notice,
dated _______________, 20__ (the "Notice") and the Series 2001-2 Supplement,
dated as of _________, 2001 (as amended, modified or supplemented from time to
time, the "Series 2001-2 Supplement") among Team Fleet Financing Corporation, a
Delaware corporation, Budget Group, Inc. and Bankers Trust Company, a New York
banking corporation ("Trustee"). Terms used herein have the meaning provided in
the Series 2001-2 Supplement.

         Pursuant to Article 5 of the Series 2001-2 Supplement, the Trustee has
delivered a Notice indicating that there be an adjustment of either the Maximum
Manufacturer Percentage with respect to any Eligible Manufacturer or the Maximum
Type II Repurchase Percentage with respect to Group V Type II Repurchase
Vehicles. The undersigned understands that this consent will only be effective
if the Trustee receives Consents from Noteholders representing not less than 25%
of the aggregate unpaid principal amount of the Class A Notes on or before
_______________, 20__.

         The undersigned hereby represents and warrants that it is the
beneficial owner of $______________ in the principal amount of Class [A][B][C]
Notes.

                                      [Name]



                                      By:
                                         --------------------------------------


                                      D-1