<PAGE>

                                                                    EXHIBIT 4.42


                            SERIES 2001-4 SUPPLEMENT

                          dated as of November 13, 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>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    PAGE
<S>                                                                                 <C>
PRELIMINARY STATEMENT ..........................................................       1

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

Article 3 SECURITY; REPORTS; COVENANT ..........................................      22
      Section 3.1 Grant of Security Interest ...................................      22
      Section 3.2 Reports ......................................................      24

Article 4 INITIAL ISSUANCE AND INCREASES AND DECREASES OF
   SERIES 2001-4 INVESTED AMOUNT OF SERIES 2001-4 NOTE .........................      24
      Section 4.1 Issuance in Definitive Form ..................................      24
      Section 4.2 Procedure for Increasing the Invested Amount .................      25
      Section 4.3 Decreases ....................................................      26

Article 5 SERIES 2001-4 ALLOCATIONS ............................................      27
      Section 5.1 Establishment of the Group IV Collection Account, Series
                  2001-4 Collection Account and Series 2001-4 Accrued
                  Interest Account .............................................      28
      Section 5.2 Allocations with Respect to the Series 2001-4 Note ...........      28
      Section 5.3 Withdrawals from the Series 2001-4 Accrued Interest
                  Account ......................................................      33
      Section 5.4 Payment of Note Interest and Carrying Charges ................      34
      Section 5.5 Payment of Note Principal; Transfers to Budget
                  Distribution Account .........................................      35
      Section 5.6 Servicer's or Budget's Failure to Make a Deposit or Payment ..      36
      Section 5.7 Series 2001-4 Distribution Account ...........................      36

Article 6 AMORTIZATION EVENTS ..................................................      37
      Section 6.1 Amortization Events ..........................................      37
      Section 6.2 Special Limitation on Exercise of Remedies ...................      38

Article 7 GENERAL ..............................................................      38
</TABLE>

Exhibit A   -   Form of Series 2001-4 Note
Exhibit B   -   List of Approved Manufacturers


                                       i
<PAGE>
                                TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                    PAGE
<S>                                                                                 <C>
</TABLE>

                                       ii
<PAGE>
      Series 2001-4 Supplement, dated as of November 13, 2001 (as amended,
supplemented or otherwise modified from time to time in accordance with the
terms hereof and of the Base Indenture referred to below, this "Supplement"),
among Team Fleet Financing Corporation, a Delaware corporation ("TFFC" or the
"Issuer"), Budget Group, Inc. ("Budget"), a Delaware corporation formerly known
as Team Rental Group, Inc. ("Team"), as the Servicer (in such capacity, the
"Servicer"), Budget, as the holder of the Budget Interest (in such capacity, the
"Budget Interestholder") and Bankers Trust Company, a banking corporation
organized and existing under the laws of the State of New York, as Trustee (the
"Trustee") under the Amended and Restated Base Indenture, dated as of December
1, 1996, among TFFC, Team and the Trustee (as amended, supplemented or otherwise
modified from time to time, exclusive of Supplements creating a new Series of
Notes, the "Base Indenture").

                              PRELIMINARY STATEMENT

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

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

            NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1

                                   DESIGNATION

      (a) There is hereby created a Series of Notes to be issued in one class
pursuant to the Base Indenture and this Supplement and such Series of Notes (as
defined below) shall be designated generally as the Variable Funding Rental Car
Asset Backed Note, Series 2001-4 and is referred to as the "Series 2001-4 Note."

      (b) The proceeds from the sale of and Increases in respect of the Series
2001-4 Note shall be deposited in the Series 2001-4 Collection Account, and such
proceeds shall be available to TFFC and used (i) on and after the Series 2001-4
Issuance Date, to finance the acquisition by the Issuer and the Lessees of, or
to refinance, Financed Vehicles manufactured by certain Eligible Manufacturers
and Eligible Receivables and (ii) on and after the Series 2001-4 Issuance Date,
to acquire or refinance Lessor-Owned Vehicles manufactured by certain Eligible
Manufacturers.

      (c) The Series 2001-4 Note is a Segregated Series of Notes (as more fully
described in the Base Indenture) and is hereby designated as a "Group IV Series
of Notes". Accordingly, the Series 2001-4 Note (and each other Group IV Series
of Notes) shall be secured solely by the Group IV Collateral and any other
collateral designated as
<PAGE>
security for the Series 2001-4 Note (and, as applicable, any other Group IV
Series of Notes) under this Supplement or any other Supplement and will not be
secured by any other collateral. The Issuer may from time to time issue
additional Segregated Series of Notes that the related Series Supplements will
indicate are entitled to share, together with the Series 2001-4 Note, the Group
IV Collateral and any other collateral designated as security for the Group IV
Series of Notes under this Supplement or any other related Series Supplement
(the Series 2001-4 Note and any such additional Segregated Series, each, a
"Group IV Series of Notes" and, collectively, the "Group IV Series of Notes").
Accordingly, all references in this Supplement to "all" Series of Notes (and all
references in this Supplement to terms defined in the Base Indenture that
contain references to "all" Series of Notes) shall, unless the context otherwise
requires, refer solely to all Group IV Series of Notes.

      (d) If, notwithstanding the provisions of clause (c) above, the Series
2001-4 Note is deemed by any court to be secured by collateral other than the
Group IV Collateral and any other collateral designated as security for the
Series 2001-4 Note (and, as applicable, any other Series of Group IV Notes)
under this Supplement or any other Supplement ("Non-Group IV Collateral"), then
the interest of the Series 2001-4 Noteholders in such Non-Group IV Collateral
shall be subordinate in all respects to the interest of the Noteholders of the
Series to which such Non-Group IV Collateral was pledged by the terms of the
Indenture. The following shall govern the interpretation and construction of the
provisions of this Supplement: (i) this Supplement is intended to constitute a
subordination agreement under New York law and for purposes of Section 510(a) of
the Bankruptcy Code, (ii) the subordination provided for in this Supplement is
intended to and shall be deemed to constitute a "complete subordination" under
New York law, and, as such, shall be applicable whether or not the Issuer or any
Series 2001-4 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 2001-4 Note shall include all obligations of the Issuer
now or hereafter existing under each such Series 2001-4 Note, whether for
principal, interest, fees, expenses or otherwise, and (B) without limiting the
generality of the foregoing, "interest" owing on the Series 2001-4 Note shall
expressly include any and all interest accruing after the commencement of any
bankruptcy case or other insolvency proceeding where the Issuer is the debtor,
notwithstanding any provision or rule of law (including, without limitation, 11
U.S.C. Sections 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 2001-4 Note, as against the Issuer or any one else, to collect such
interest, (iv) "payments" prohibited under the subordination provisions of this
Supplement shall include any distributions of any type, whether cash, other debt
instruments, or any equity instruments, regardless of the source thereof, and
(v) the holder of any interest in the Series 2001-4 Note retains such holder's
right, under 11 U.S.C. Section 1126 (1994) (or any amended or successor version
thereof), to vote to accept or reject any plan of reorganization proposed for
the Issuer in any subsequent bankruptcy of the Issuer; provided, however, that,
regardless of any such vote or of the exercise of any other rights such holder
(or its agents) may have under the Bankruptcy Code, and without limiting the
generality of the other clauses of this clause (d), any distributions


                                       2
<PAGE>
that such holder is to receive on account of such holder's interest in the
Series 2001-4 Note under any such plan of reorganization, from the Issuer, from
any collateral, from any guarantor, or from any other source shall be
subordinated in right of payment as set forth herein and shall instead be
distributed in the order of priority set forth herein.

                                    ARTICLE 2

                                   DEFINITIONS

      Section 2.1 Incorporation of Schedule 1, etc. All capitalized terms not
otherwise defined herein shall have the meaning set forth therefor in Schedule 1
to the Base Indenture, as amended, supplemented or otherwise modified from time
to time in accordance with the terms of the Base Indenture. All Article, Section
or Subsection references herein shall refer to Articles, Sections or Subsections
of the Base Indenture, except as otherwise provided herein. Unless otherwise
stated herein, as the context otherwise requires or if such term is otherwise
defined in the Base Indenture, each capitalized term used or defined herein
shall relate only to the Series 2001-4 Note and not to any other Series of Notes
issued by TFFC.

      Section 2.2 Defined Terms. The following words and phrases, unless
otherwise defined in the Series 2001-4 Note Purchase Agreement, shall have the
following meanings with respect to the Series 2001-4 Note and the definitions of
such terms are applicable to the singular as well as the plural form of such
terms and to the masculine as well as the feminine and neuter genders of such
terms:

      "Accounts" means the Collection Account, the Group IV Collection Account,
the Series 2001-4 Collection Account, the Series 2001-4 Distribution Account and
each collection account for each other Group IV Series of Notes.

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

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

      "Additional Fees" means, with respect to any Series 2001-4 Interest
Period, the aggregate amount of fees, if any, under the Note Purchase Agreement
then in effect which have accrued during such Series 2001-4 Interest Period and
which are payable by TFFC in respect of the Series 2001-4 Note, in each case
solely to the extent such fees are


                                       3
<PAGE>
not included in the calculation of the Series 2001-4 Note Rate for any Series
2001-4 Interest Period.

      "Advance" has the meaning specified in the Series 2001-4 Note Purchase
Agreement.

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

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

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

      "Aggregate Principal Balance" means, for any date of determination, with
respect to any Group IV Series of Notes, the aggregate unpaid principal amount
of such Group IV Series of Notes as of such date (without giving effect to any
reduction thereof ordered by a court in any insolvency or other similar
proceeding, including, without limitation, by reason of any cram-down, rejection
or other action).

      "Asset Amount Deficiency" with respect to the Series 2001-4 Note shall
mean a Series 2001-4 Asset Amount Deficiency and with respect to any other Group
IV Series of Notes, shall have the meaning specified in the related Series
Supplement.


                                       4
<PAGE>
      "Auction Dealer" means a Manufacturer-approved auction dealer under an
Eligible Repurchase Program which is a guaranteed depreciation program.

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

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

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

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

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

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

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

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

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

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

      "Closing Date" means November 13, 2001.


                                       5
<PAGE>
      "Collateral" means the Group IV Collateral and the Series 2001-4
Collateral.

      "Collections" means Group IV Collections and all other Series 2001-4
Collections.

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

      "Conduit" has the meaning specified in the Series 2001-4 Note Purchase
Agreement.

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

      "Credit Agreement" means, the Amended and Restated Credit Agreement among
Budget, as borrower, certain financial institutions, as the lenders, Credit
Suisse First Boston, as administrative agent, dated as of June 19, 1998, as
amended by the First Amendment to Amended and Restated Credit Agreement, dated
as of September 11, 1998, as amended by the Second Amendment to Amended and
Restated Credit Agreement, dated as of March 19, 1999, as amended by the Third
Amendment to Amended and Restated Credit Agreement, dated as of December 22,
1999, as amended by the Fourth Amendment to Amended and Restated Credit
Agreement, dated as of September 30, 2000, as amended by the Fifth Amendment to
Amended and Restated Credit Agreement, dated as of January 10, 2001, as amended
by the Sixth Amendment to Amended and Restated Credit Agreement, dated as of
February 9, 2001, as modified by the Waiver and Consent to Amended and Restated
Credit Agreement, dated as of March 29, 2001, as amended by the Seventh
Amendment to Amended and Restated Credit Agreement, dated as of June 19, 2001,
and as amended by the Eighth Amendment to Amended and Restated Credit Agreement,
dated as of July 31, 2001.

      "Daily Interest Amount" means, for any day in a Series 2001-4 Interest
Period, an amount equal to (a) the product of (i) the Series 2001-4 Note Rate
for such Series 2001-4 Interest Period and (ii) the Aggregate Principal Balance
of the Series 2001-4 Note as of the close of business on such date, divided by
(b) 360.

      "DaimlerChrysler" means DaimlerChrysler Corporation.

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

      "Demand Note" means an intercompany demand note made on or after the
Series 2001-4 Issuance Date by Budget in favor of the Issuer with respect to the
Series 2001-4 Note.

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

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


                                       6
<PAGE>
      "Disposition Date" means, with respect to any Group IV Repurchase Vehicle,
(i) if such Group IV Vehicle was sold at auction or returned to a Manufacturer
for repurchase, pursuant to the applicable Repurchase Program, the date on which
such Group IV Vehicle was sold at auction or accepted for return by such
Manufacturer or its agent and, in each case, the Depreciation Charges ceased to
accrue pursuant to such Repurchase Program, or (ii) if such Group IV Vehicle was
sold to any Person (other than to a Manufacturer pursuant to such Manufacturer's
Repurchase Program or to a third party through an auction conducted by or
through or arranged by the Manufacturer pursuant to its Repurchase Program), the
date on which title to the Group IV Repurchase Vehicle was transferred in
connection with such sale or other disposition.

      "Disposition Losses" means the aggregate of all Series 2001-4 Repurchase
Losses defined in clauses (b) and (c) of the definition thereof.

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

      "Distribution Date" means, with respect to the Series 2001-4 Note, the
25th day of each calendar month or, if such day is not a Business Day, the next
succeeding Business Day, commencing November 26, 2001.

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

      "Eligible Manufacturer" means an Eligible Repurchase Manufacturer.

      "Eligible Receivable" means a legal, valid and binding receivable (a) due
from any Eligible Repurchase Manufacturer or Auction Dealer under an Eligible
Repurchase Program to TFFC or a creditor of TFFC or (with respect to Texas
Vehicles and Hawaii Vehicles) a Lessee or a creditor or such Lessee, (b) in
respect of a Group IV Repurchase Vehicle purchased by such Eligible Repurchase
Manufacturer or sold at an auction pursuant to an Eligible Repurchase Program,
which absent such purchase or sale, would have constituted an Eligible
Repurchase Vehicle with respect to which the Lien of the Trustee was noted on
the Certificate of Title at the time of purchase or refinancing, and (c) the
right to payments in respect of which has been assigned by TFFC thereof to the
Trustee for the benefit of the Secured Parties; provided that no amount
receivable from an Eligible Repurchase Manufacturer or Auction Dealer under an
Eligible Repurchase Program shall be an Eligible Receivable if such amount
remains unpaid more than ten (10) days after (i) the Repurchase Program Payment
Due Date in respect of such Group


                                       7
<PAGE>
IV Vehicle, in the case of amounts receivable from an Eligible Repurchase
Manufacturer or (ii) the Disposition Date in respect of such Group IV Vehicle,
in the case of amounts due from an Auction Dealer.

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

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

      "Eligible Repurchase Vehicle" means any automobile, van or light truck (a)
which at the time of purchase or financing by TFFC is eligible under an Eligible
Repurchase Program, (b) which is owned by TFFC or is a Texas Vehicle or Hawaii
Vehicle, and (c) with respect to which (i) TFFC is noted as the owner on the
Certificate of Title


                                       8
<PAGE>
therefor and (ii) either (x) the Trustee is noted as the first lienholder on the
Certificate of Title therefor or (y) the Certificate of Title has been submitted
to the appropriate state authorities for such notation as lienholder; provided,
however, if the actions provided in clause (i) or (ii) are not sufficient in any
state to cause the Trustee's Lien upon such Group IV Vehicle to be a perfected
first Lien, then in order for a Group IV Vehicle titled in such state to be an
"Eligible Repurchase Vehicle," such action as is required to cause the Trustee's
Lien to be a perfected first Lien shall have been taken by the Servicer.

      "Eligible Vehicle" means a Eligible Repurchase Vehicle under the Group IV
Lease.

      "Enhancement Percentage" means (as calculated by the Servicer) (for
purposes of determining the Series 2001-4 Required Asset Amount) on any day,
25%.

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

      "Excess Hyundai Amount" means a dollar amount equal to the amount by which
the Net Book Value of all Hyundai Vehicles on such date exceeds 10% of the Net
Book Value of all Vehicles leased under the Group IV Master Lease as of such
date.

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

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

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

      "Ford" means Ford Motor Company.

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

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

      "Group IV Collections" means (a) all payments made under the Group IV
Master Lease, (b) all Disposition Proceeds, Repurchase Prices and Guaranteed
Payments on Group IV Vehicles, (c) any insurance proceeds or other payments with
respect to the


                                       9
<PAGE>
Group IV Vehicles and (d) all amounts earned on Permitted Investments allocable
to or arising out of investment of funds on deposit in the Group IV Collection
Account; provided that, in the case of amounts in clauses (b) and (c), such
amounts shall be allocated to the Group IV Vehicles in accordance with the terms
hereof and the Servicer's normal practices and procedures for determining and
allocating vehicle proceeds.

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

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

      "Group IV Master Lease" means the Master Motor Vehicle Lease Agreement,
Group IV, as amended and restated as of July 24, 2001 among TFFC, as lessor,
certain subsidiaries and affiliates of Budget and certain non-affiliates of
Budget, as lessees, and Budget, as guarantor, as amended, supplemented or
otherwise modified from time to time.

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

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

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

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

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

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

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

      "Hyundai" means Hyundai Motors America.


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

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

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

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

      "Initial Invested Amount" means the aggregate initial principal amount of
the Series 2001-4 Note, which is $0.

      "Interest Reset Date" means the first day of the applicable Series 2001-4
Interest Period.

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

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

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

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

      "Losses" means, on any date of determination, the sum of all Series 2001-4
Repurchase Losses.

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

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

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

      "Maximum Lease Commitment" means, on any date of determination, the sum of
(i) the Series 2001-4 Maximum Invested Amount on such date, plus (ii) the Series
2001-4 Available Subordinated Amount on such date, plus the aggregate Net Book
Values of all


                                       11
<PAGE>
Group IV Vehicles leased under the Group IV Master Lease as of such date which
were acquired, financed, or refinanced with funds other than proceeds of the
Series 2001-4 Note or the Series 2001-4 Available Subordinated Amount, plus (iv)
any amounts held in the Budget Distribution Account allocable to Group IV
Collateral that TFFC commits on or prior to such date to invest in new Group IV
Vehicles (as evidenced by an Officer's Certificate of TFFC) in accordance with
the terms of the Group IV Master Lease and the Indenture.

      "Minimum Hyundai Credit Support Amount" means, with respect to the Series
2001-4 Note on any day (as calculated by the Servicer), the excess of (i) the
quotient of (x) a dollar amount equal to the product of (a) the Aggregate
Principal Balance of the Series 2001-4 Note as of such date minus the aggregate
amount of cash and Permitted Investments in the Series 2000-1 Collection Account
on such date and (b) the Hyundai Percentage as of such date divided by (y) 100%
minus the Series 2001-4 Minimum Hyundai Credit Support Percentage as of such day
over (ii) the dollar amount specified in clause (x) above.

      "Minimum Non-Hyundai Credit Support Amount" means, with respect to the
Series 2001-4 Note on any day (as calculated by the Servicer), the excess of (i)
the quotient of (x) a dollar amount equal to the product of (a) the Aggregate
Principal Balance of the Series 2001-4 Note as of such date minus the aggregate
amount of cash and Permitted Investments in the Series 2001-4 Collection Account
on such date and (b) the Non-Hyundai Percentage as of such date divided by (y)
100% minus the Series 2001-4 Minimum Non-Hyundai Credit Support Percentage as of
such day over (ii) the dollar amount specified in clause (x) above.

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

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

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

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

      "Net Book Value" means, with respect to any Group IV Vehicle being leased
under the Group IV Master Lease (a) as of any date of determination during the
period from the Vehicle Lease Commencement Date for such Group IV Vehicle to but
excluding the Determination Date with respect to the Related Month in which such
Vehicle Lease Commencement Date occurs (such Determination Date, the "Initial
Determination Date" for such Group IV Vehicle), the Capitalized Cost of such
Group IV Vehicle, (b) as of the Initial Determination Date for such Group IV
Vehicle, (i) the Capitalized Cost for such Group IV Vehicle minus (ii) the
aggregate Depreciation Charges accrued with respect to such Group IV Vehicle
through the last day of the Related Month in which the Vehicle Lease
Commencement Date for such Group IV


                                       12
<PAGE>
Vehicle occurred, or (c) as of any Determination Date after the Initial
Determination Date, (i) the Net Book Value of such Group IV Vehicle as
calculated on the immediately preceding Determination Date minus (ii) the
aggregate Depreciation Charges accrued with respect to such Group IV Vehicle
during the Related Month (through the last day thereof). After the Initial
Determination Date, on any day which is not a Determination Date, the Net Book
Value of a Group IV Vehicle shall be the Net Book Value calculated for such
Group IV Vehicle on the most recent Determination Date.

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

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

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

      "Note Interest Shortfall" with respect to the Series 2001-4 Note, has the
meaning specified in Section 5.4.

      "Officer's Certificate" with respect to the Series 2001-4 Note, means a
certificate signed by two Authorized Officers of TFFC, Budget or a Lessee, as
the case may be.

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

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


                                       13
<PAGE>
any depositary institution or trust company described in clause (ii) above; (vi)
investments in money market funds rated AAm or AAmG by Standard & Poor's or
otherwise approved in writing by Standard & Poor's and a comparable rating from
Moody's or otherwise approved in writing by Moody's; (vii) Eurodollar time
deposits having a credit rating from Standard & Poor's of A-1 and from Moody's
of at least P-1; (viii) repurchase agreements involving any of the Permitted
Investments described in clauses (i) and (vii) above and the certificates of
deposit described in clause (ii) above which are entered into with a depository
institution or trust company, having a commercial paper or short-term
certificate of deposit rating of A-1 by Standard & Poor's and at least P-1 by
Moody's; and (ix) any other instruments or securities approved in writing by the
Required Noteholders or, if any Group IV Series of Notes is then being rated by
one or more Rating Agencies, with respect to which the Rating Agencies confirm
in writing that such investment in such instruments or securities will not
adversely affect any ratings with respect to any Group IV Series of Notes or the
Commercial Paper Notes (if any).

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

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

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

      "Rating Agencies" means, each nationally-recognized rating agency then
currently requested to rate the Series 2001-4 Note or, as the context requires,
any Group IV Series of Notes or class thereof.

      "Rating Agency Confirmation" means, with respect to the Series 2001-4
Note, written confirmation by (i) the Conduit and the Committed Note Purchaser
that it has consented to the proposed action, amendment, waiver or modification
and (ii) each Rating Agency then rating the commercial paper notes issued by the
Series 2001-4 Note Purchaser that the proposed action, amendment, waiver or
modification will not result in the reduction or withdrawal of its rating of
such commercial paper notes.

      "Recoveries" means, for any Related Month, the Series 2001-4 Repurchase
Recoveries.

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

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


                                       14
<PAGE>
      "Related Documents" means the collective reference to the documents
referred to in clause (i) of the definition of Related Documents in Schedule 1
to the Base Indenture (giving effect to the definitional changes set forth in
Section 7.1(i) hereof), the Group IV Master Lease and the Series 2001-4 Note
Purchase Agreement.

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

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

      "Required Asset Amount" means with respect to the Series 2001-4 Note, at
any date of determination, the sum of (i) the Aggregate Principal Balance of all
Group IV Series of Notes that do not provide for Enhancement in the form of
overcollateralization plus (ii) with respect to all Group IV Series of Notes
that provide for Enhancement in the form of overcollateralization, the sum of
(a) the Aggregate Principal Balance of all such Series of Notes, plus (b) the
available subordinated amounts required to be maintained as part of the minimum
enhancement amount for all such Series of Notes.

      "Required Noteholders" means Series 2001-4 Noteholders holding more than
50% of the Series 2001-4 Invested Amount and the Committed Note Purchaser.

      "Series 2001-4 Accrued Interest Account" has the meaning specified in
Section 5.1(b) of this Supplement.

      "Series 2001-4 Aggregate Asset Amount" means, with respect to the Series
2001-4 Note, for any date of determination, an amount, rounded to the nearest
$100,000, equal to the sum of (a) the Series 2001-4 Invested Percentage of the
Aggregate Group IV Repurchase Asset Amount, plus (b) cash and Permitted
Investments on deposit in the Series 2001-4 Collection Account and on deposit in
the Collection Account and Group IV Collection Account allocable to Series
2001-4.

      "Series 2001-4 Asset Amount Deficiency" with respect to the Series 2001-4
Note will occur if, at any time, the Series 2001-4 Required Asset Amount exceeds
the Series 2001-4 Aggregate Asset Amount.

      "Series 2001-4 Available Subordinated Amount" means for any date of
determination, the excess of (a) the sum of (i) the Series 2001-4 Available
Subordinated Amount for the preceding Determination Date (or, in the case of the
initial Determination Date, as of the Series 2001-4 Issuance Date), (ii) the
Series 2001-4 Available Subordinated Amount Incremental Recoveries for the
Related Month and (iii) any other additional amounts contributed by TFFC or
Budget to the Series 2001-4 Collection


                                       15
<PAGE>
Account or otherwise for allocation to the Series 2001-4 Available Subordinated
Amount since the preceding Determination Date (or, in the case of the first
Determination Date, since the Series 2001-4 Issuance Date) pursuant to Section
5.2(d)(iv), over (b) the sum of (i) the Series 2001-4 Available Subordinated
Amount Incremental Losses for the Related Month and (ii) any amounts withdrawn
from the Series 2001-4 Collection Account and allocated to the Budget
Distribution Account; provided, however, that the Series 2001-4 Available
Subordinated Amount upon the issuance of the Series 2001-4 Note shall be
$12,500,000.

      "Series 2001-4 Available Subordinated Amount Incremental Losses" means for
any Related Month, the sum of all Losses that became Losses during such Related
Month and which were allocated to the Series 2001-4 Available Subordinated
Amount pursuant to Section 5.2(c) hereof.

      "Series 2001-4 Available Subordinated Amount Incremental Recoveries"
means, for any Related Month, the sum of all Recoveries that became Recoveries
during such Related Month and which were allocated to the Series 2001-4
Available Subordinated Amount pursuant to Section 5.2(c) hereof.

      "Series 2001-4 Carrying Charges" means, as of any day, (i) the aggregate
of all Trustee fees, servicing fees (other than supplemental servicing fees) and
other fees and expenses and indemnity amounts, if any, payable by TFFC or the
Servicer under the Indenture, the Series 2001-4 Note Purchase Agreement or the
other Related Documents which have accrued with respect to the Series 2001-4
Note during the Related Month or, in the case of such servicing fees and in the
case of any commitment fees or other fees and expenses that are calculated in
respect of the related Series 2001-4 Interest Period (however denominated) and
arise under the Series 2001-4 Note Purchase Agreement, that have accrued during
the related Series 2001-4 Interest Period, plus (ii) without duplication, all
amounts payable by the Lessees pursuant to Section 15 of the Group IV Master
Lease which have accrued during the Related Month.

      "Series 2001-4 Collateral" has the meaning specified in Section 3.1(b) of
this Supplement.

      "Series 2001-4 Collection Account" is defined in Section 5.1(a) of this
Supplement.

      "Series 2001-4 Collections" means the sum of (a) the Series 2001-4
Invested Percentage of all Group IV Collections constituting Group IV Principal
Collections and Recoveries and (b) all Series 2001-4 Interest Collections.

      "Series 2001-4 Credit Support Amount" means, for any date of determination
(as calculated by the Servicer), the Series 2001-4 Available Subordinated Amount
on such date plus the amount of such other form of credit enhancement as shall
have been agreed to by the Required Noteholders (in their sole and absolute
discretion).


                                       16
<PAGE>
      "Series 2001-4 Credit Support Deficiency" means, with respect to any date
of determination, either (a) the amount, if any, by which the Series 2001-4
Minimum Credit Support Amount exceeds the Series 2001-4 Credit Support Amount or
(b) as the context requires, that the Series 2001-4 Minimum Credit Support
Amount exceeds the Series 2001-4 Credit Support Amount.

      "Series 2001-4 Distribution Account" has the meaning specified in Section
5.7(a) of this Supplement.

      "Series 2001-4 Event of Default" means the occurrence and continuation
beyond any applicable grace and cure periods set forth therein of any event
which, with the giving of notice, the passage of time, or both, would constitute
(a) an "event of default" set forth in the Credit Agreement without giving
effect to any amendment or other modification to such agreement or any waiver of
any such event of default in each case on or subsequent to the date hereof not
approved in an instrument in writing signed by the Required Noteholders;
provided, however, that for the purposes of this Series Supplement, the "events
of default" section set forth in the Credit Agreement shall survive the
termination of the Commitments (as defined in the Credit Agreement) of the
Lenders (as defined in the Credit Agreement) under the Credit Agreement, the
payment in full of all Obligations (as defined in the Credit Agreement) under
the Credit Agreement and the termination of such agreement pursuant to the terms
thereof; or (b) an "amortization event" pursuant to any other Series issued by
TFFC or guaranteed by Budget without giving effect to any amendment or other
modification to such agreement or any waiver of such event of default, in each
case on or subsequent to the date hereof not approved in an instrument in
writing by the Required Noteholders; provided, however, that for the purposes of
this Series Supplement, the "amortization events" pursuant to any other Series
shall survive the termination of such other Series pursuant to the terms
thereof.

      "Series 2001-4 Interest Allocation" has the meaning specified in Section
5.2(a)(i) of this Supplement.

      "Series 2001-4 Interest Collections" means on any date of determination,
the Series 2001-4 Invested Percentage (as of such date) of the Group IV Interest
Collections.

      "Series 2001-4 Interest Period" means a period from and including a
Distribution Date to but excluding the next succeeding Distribution Date;
provided, however, that the initial Series 2001-4 Interest Period shall be from
the Series 2001-4 Issuance Date to but excluding the initial Distribution Date
with respect to the Series 2001-4 Note.

      "Series 2001-4 Invested Amount" means, when used with respect to any date,
an amount equal to (a) the Initial Invested Amount minus (b) the amount of
principal payments made to Series 2001-4 Noteholders and Decreases on or prior
to such date minus (c) all Losses allocated to the Series 2001-4 Invested Amount
on or prior to such date plus (d) all Recoveries allocated to the Series 2001-4
Invested Amount on or prior to such date plus (e) all Increases on or prior to
such date.


                                       17
<PAGE>
      "Series 2001-4 Invested Percentage" means, on any date of determination:

            (i) when used with respect to Principal Collections during the
      Series 2001-4 Revolving Period and when used with respect to Losses,
      Recoveries, cash on deposit in the Collection Account or the Group IV
      Collection Account and other amounts at all times, the percentage
      equivalent of a fraction, the numerator of which shall be an amount equal
      to the sum of (x) the Series 2001-4 Invested Amount and (y) the Series
      2001-4 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 2001-4 Issuance Date, and the denominator of which
      shall be the greater of (A) the Aggregate Asset Amount as of the end of
      the second preceding Related Month or, until the end of the second Related
      Month, as of the Series 2001-4 Issuance Date, and (B) as of the same date
      as in clause (A), the sum of the numerators used to determine (i) invested
      percentages for allocations with respect to Principal Collections (for all
      Group IV Series of Notes including all classes of such Series of Notes)
      and (ii) available subordinated amount percentages for allocations with
      respect to Principal Collections (for all Group IV Series of Notes that
      provide for credit enhancement in the form of overcollateralization); and

            (ii) when used with respect to Principal Collections, during the
      Series 2001-4 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 2001-4 Invested Amount and (y) the Series 2001-4 Available
      Subordinated Amount, in each case as of the end of the Series 2001-4
      Revolving Period, and the denominator of which shall be the greater of (A)
      the Aggregate Asset Amount as of the end of the second preceding Related
      Month and (B) as of the same date as in clause (A), the sum of the
      numerators used to determine (i) invested percentages for allocations with
      respect to Principal Collections (for all Group IV Series of Notes
      including all classes of such Series of Notes) and (ii) available
      subordinated amount percentages for allocations with respect to Principal
      Collections (for all Group IV Series of Notes that provide for credit
      enhancement in the form of overcollateralization).

            (iii) when used with respect to Group IV Interest Collections, the
      percentage equivalent of a fraction the numerator of which shall be the
      Accrued Amounts with respect to the Series 2001-4 Note on such date of
      determination and the denominator of which shall be the aggregate Accrued
      Amounts with respect to the Group IV Series of Notes on such date of
      determination.

      "Series 2001-4 Investor Monthly Servicing Fee" means, on any Distribution
Date, one-twelfth of 1.0% of the Series 2001-4 Invested Amount as of the
preceding Distribution Date (or, in the case of the initial Distribution Date,
the Series 2001-4 Issuance Date).

      "Series 2001-4 Issuance Date" means November 13, 2001.


                                       18
<PAGE>
      "Series 2001-4 Limited Liquidation Event of Default" means, so long as
such event or condition continues, any event or condition of the type specified
in Sections 6.1(b), 6.1(i), 6.1(j), 6.1(k) or 6.1(l) of this Supplement that
continues for one (1) Business Day (without double counting the one (1) Business
Day cure period provided for in Section 6.1(b) or 6.1(l)).

      "Series 2001-4 Maximum Invested Amount" means $100 million; however, if
pricing of the Series 2001-3 Transaction has not occurred by November 16, 2001,
then (A) on and including November 16, 2001 to but excluding November 23, 2001,
$75 million; (B) on and including November 23, 2001 to but excluding November
30, 2001, $50 million and (C) on and after November 30, 2001, $0.

      "Series 2001-4 Minimum Credit Support Amount" means, as of any date, (i)
the sum of (a) the Minimum Non-Hyundai Credit Support Amount on such date, (b)
the Minimum Hyundai Credit Support Amount on such date and (c) the Excess
Hyundai Amount.

      "Series 2001-4 Minimum Hyundai Credit Support Percentage" means, with
respect to any date of determination, 25%.

      "Series 2001-4 Minimum Non-Hyundai Credit Support Percentage" means, with
respect to any date of determination, 25%.

      "Series 2001-4 Monthly Supplemental Servicing Fee" means, on any
Distribution Date, the product of (a) the Supplemental Servicing Fee accrued on
such date and (b) a fraction, the numerator of which shall be the Series 2001-4
Invested Amount on such Distribution Date and the denominator of which shall be
the sum (without duplication) of (i) the aggregate of the invested amounts for
all outstanding Series of Notes (including non-segregated Series) on such
Distribution Date plus (ii) the aggregate of all Budget Interest Amounts
(including available subordinated amounts, if any) for all outstanding Series of
Notes (including non-segregated Series).

      "Series 2001-4 Note" means the Variable Funding Rental Car Asset Backed
Note executed by TFFC and authenticated and delivered by or on behalf of the
Trustee, substantially in the form of Exhibit A.

      "Series 2001-4 Note Interest" means, with respect to any Distribution
Date, the sum of the Daily Interest Amounts for each day in the related Series
2001-4 Interest Period, plus all previously accrued and unpaid Series 2001-4
Note Interest (together with interest on such unpaid amounts, to the extent
permitted by law, at the Series 2001-4 Note Rate), plus all accrued Series
2001-4 Carrying Charges due to the Series 2001-4 Noteholders in respect of such
Series 2001-4 Interest Period (or any prior Series 2001-4 Interest Period) and
unpaid as of such Distribution Date.

      "Series 2001-4 Note Purchase Agreement" means the Series 2001-4 Note
Purchase Agreement, dated as of November 13, 2001, among TFFC, as borrower,
Budget, as


                                       19
<PAGE>
servicer, the Conduit, the Committed Note Purchaser and the Agent, as such
agreement may be amended, supplemented, amended and restated or otherwise
modified from time in accordance with the terms thereof.

      "Series 2001-4 Note Purchaser" has the meaning specified in the Series
2001-4 Note Purchase Agreement.

      "Series 2001-4 Note Rate" means, for any Series 2001-4 Interest Period,
the weighted average of the CP Rates for the portion of the Series 2001-4
Invested Amount comprised of the CP Tranche and the weighted average of the
Eurodollar Rates applicable to the portion of the Series 2001-4 Invested Amount
comprised of the Eurodollar Tranche and the weighted average of the Base Rates
applicable to the portion of the Series 2001-4 Invested Amount comprised of the
Base Rate Tranche; provided, however, that the Series 2001-4 Note Rate will in
no event be higher than the maximum rate permitted by applicable law.

      "Series 2001-4 Noteholder" means a Person in whose name the Series 2001-4
Note is registered in the Note Register.

      "Series 2001-4 Principal Allocation" shall mean, on any date, the amount
allocated to Series 2001-4 Collections pursuant to clause (a) of the definition
thereof.

      "Series 2001-4 Rapid Amortization Period" means the period beginning on
the earliest of (x) November 16, 2001, if pricing of the Series 2001-3
Transaction has not occurred by such date, (y) the close of business on the
Business Day immediately preceding the day on which an Amortization Event is
deemed to have occurred with respect to the Series 2001-4 Note and (z) November
30, 2001 and ending upon the earlier to occur of (i) the date on which the
Series 2001-4 Note is fully paid and (ii) the termination of the Indenture.

      "Series 2001-4 Repurchase Losses" means, with respect to any Related
Month, the sum of (without duplication) (a) the aggregate amount of payments in
respect of Monthly Base Rent and Monthly Supplemental Payments that have become
due to the Lessor under the Group IV Master Lease in respect of Group IV
Repurchase Vehicles that are not paid to TFFC or the Trustee prior to the
expiration of the respective grace periods, if any, provided for in the Group IV
Master Lease for the making of such payments, but only if such grace periods, if
any, expire (or, with respect to any payment for which there is no grace period,
only if such payment is due) during such Related Month, (b) the amounts owed by
each Manufacturer under an Eligible Repurchase Program with respect to Group IV
Repurchase Vehicles that are Lessor-Owned Vehicles or with respect to Eligible
Receivables, to the extent, in either case, that any such amount remains unpaid
after 90 days from the Turnback Date for the related Group IV Vehicle, but only
if such 90-day period expires during such Related Month and (c) the amounts owed
by each Auction Dealer in connection with an Eligible Repurchase Program with
respect to Group IV Repurchase Vehicles that are Lessor-Owned Vehicles, to the
extent that any such


                                       20
<PAGE>
amount remains unpaid more than 10 days after the sale of the related Vehicle,
but only if such 10-day period expires during such Related Month.

      "Series 2001-4 Repurchase Recoveries" means, with respect to any Related
Month, the sum of (without duplication) all amounts received during such Related
Month by TFFC or the Trustee (including deposits into the Collection Account)
from any source (other than Enhancement) in respect of Series 2001-4 Repurchase
Losses, as determined by the Servicer consistent with its methods of tracking
and allocating to vehicles and Series, Disposition Proceeds, Guaranteed
Payments, Repurchase Prices, insurance proceeds and other proceeds of such Group
IV Vehicles.

      "Series 2001-4 Required Asset Amount" means, at any time, the sum of (x)
the quotient of (a) the Aggregate Principal Balance of the Series 2001-4 Note at
such time divided by (b) an amount equal to (i) one hundred percent minus (ii)
the Enhancement Percentage at such time and (y) the Excess Hyundai Amount.

      "Series 2001-4 Revolving Period" means the period from and including the
Series 2001-4 Issuance Date to the commencement of the Series 2001-4 Rapid
Amortization Period.

      "Series 2001-4 Termination Date" means the earlier of (i) the date on
which all Advances are repaid and (ii) November 30, 2001.

      "Series 2001-3 Transaction" means the issuance by TFFC of the Series
2001-3 medium term notes in an aggregate principal amount of at least
$100,000,000, plus all accrued and unpaid interest on the Series 2001-4 Note.

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

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

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

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

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

      "TFFC Obligations" means all principal and interest, at any time and from
time to time, owing by TFFC on the Series 2001-4 Note and all costs, fees and
expenses payable by, or obligations of, TFFC under the Indenture and the Related
Documents.


                                       21
<PAGE>
      "Toyota" means Toyota Motor Sales, U.S.A., Inc.

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

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

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

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

                                    ARTICLE 3

                           SECURITY; REPORTS; COVENANT

      Section 3.1 Grant of Security Interest.

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

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


                                       22
<PAGE>
      directions, approvals, extensions or waivers under or with respect to the
      Group IV TFFC Agreements or the obligations of any party thereunder;

            (ii) (A) all Group IV Vehicles owned by TFFC or the Lessees as of
      the Series 2001-4 Issuance Date and all Group IV Vehicles acquired by TFFC
      or the Lessees or refinanced by TFFC during the term of the Indenture, and
      all Certificates of Title with respect to such Group IV Vehicles, (B) all
      Liens and property from time to time purporting to secure payment of any
      of the obligations or liabilities of the Lessees or Budget arising under
      or in connection with the Group IV Master Lease, together with all
      financing statements filed in favor of, or assigned to, TFFC describing
      any collateral securing such obligations or liabilities, and (C) all
      guarantees, insurance and other agreements or arrangements of whatever
      character from time to time supporting or securing payment of such
      obligations and liabilities of the Lessees or Budget pursuant to the Group
      IV Master Lease;

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

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

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

provided, however, the Group IV Collateral shall not include (x) any Excluded
Payments or (y) the Budget Distribution Account, any funds on deposit therein
from time to time, any certificates or instruments, if any, representing or
evidencing any or all of the Budget Distribution Account or the funds on deposit
therein from time to time, or any Permitted


                                       23
<PAGE>
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
2001-4 Note (but not any other Series of Notes), TFFC hereby pledges, assigns,
conveys, delivers, transfers and sets over to the Trustee for the benefit of the
Series 2001-4 Noteholders (but not any other Series of Notes), and hereby grants
to the Trustee for the benefit of the Series 2001-4 Noteholders, a security
interest in all of TFFC's right, title and interest in and to all of the
following assets, property and interests in property, whether now owned or
hereafter acquired or created (all of the foregoing being referred to as the
"Series 2001-4 Collateral"):

            (i) the Series 2001-4 Collection Account and the Series 2001-4
      Distribution Account;

            (ii) all funds on deposit in the Series 2001-4 Collection Account
      and the Series 2001-4 Distribution Account from time to time;

            (iii) all certificates and instruments, if any, representing or
      evidencing any or all of the Series 2001-4 Collection Account and the
      Series 2001-4 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 2001-4 Collection Account or the Series
      2001-4 Distribution Account;

            (v) the Demand Note; and

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

      (c) The Trustee, on behalf of the Group IV Noteholders or the Series
2001-4 Noteholders, as applicable, acknowledges the foregoing grant, accepts the
trusts under this Supplement in accordance with the provisions of the Indenture
and this Supplement and agrees to perform its duties required in this Supplement
to the best of its abilities to the end that the interests of the Series 2001-4
Noteholders or, as applicable, the Group IV Noteholders may be adequately and
effectively protected. The Group IV Collateral shall secure the Notes included
in the Group IV Series of Notes. The Series 2001-4 Collateral shall secure the
Series 2001-4 Note.

      Section 3.2 Reports. Not later than the second business Day immediately
preceding each Distribution Date, the Servicer shall furnish to the Trustee and
each Series 2001-4 Noteholder a Monthly Servicer's Certificate and a Fleet
Report with respect to the Group IV Collateral.


                                       24
<PAGE>
                                    ARTICLE 4

                 INITIAL ISSUANCE AND INCREASES AND DECREASES OF
               SERIES 2001-4 INVESTED AMOUNT OF SERIES 2001-4 NOTE

      Section 4.1 Issuance in Definitive Form. Pursuant to Section 2.18 of the
Base Indenture, TFFC hereby consents to the issuance of the Series 2001-4 Note
in the form of a Definitive Note. The Series 2001-4 Note shall be sold pursuant
to the Series 2001-4 Note Purchase Agreement in reliance on an exemption from
the registration requirements of the Securities Act, and shall be issued in the
form of one or more Definitive Notes, in fully registered form without interest
coupons, substantially in the form attached hereto as Exhibit A, with such
legends as may be applicable thereto, duly executed by TFFC and authenticated by
the Trustee as provided in Section 2.4 of the Base Indenture, in an aggregate
stated principal amount of up to $100,000,000.

      Section 4.2 Procedure for Increasing the Invested Amount.

      (a) Subject to satisfaction of the conditions precedent set forth in
subsection (b) of this Section 4.2 (as evidenced by an Officer's Certificate of
the Servicer delivered to the Trustee), on the Series 2001-4 Issuance Date, TFFC
may issue the Series 2001-4 Note in the stated amount described in Section 4.1,
the initial aggregate principal amounts of which will be equal to the Initial
Invested Amount. Such Series 2001-4 Note shall be issued to the Agent, as agent
for the Series 2001-4 Note Purchaser and the Committed Note Purchaser. On the
Series 2001-4 Issuance Date and thereafter on each Increase Date during the
Revolving Period, TFFC may, upon request by Budget under the Group IV Master
Lease and upon not less than two Business Days' prior written notice by TFFC to
the Agent (such notice specifying the applicable Increase Date), increase the
Series 2001-4 Invested Amount (each such increase referred to as an "Increase")
by issuing, at par, additional Series 2001-4 Invested Amount of the Series
2001-4 Note in amounts that satisfy the following requirements: (i) the portion
of the Increase represented by additional Series 2001-4 Invested Amount shall be
such that the Series 2001-4 Credit Support Amount shall at least equal the
Series 2001-4 Minimum Credit Support Amount after giving effect to such Increase
in the Series 2001-4 Invested Amount and the application of the proceeds thereof
to leasing Group IV Vehicles; and (ii) no Series 2001-4 Asset Amount Deficiency
will result from such Increase. Satisfaction of the above conditions shall be
evidenced by the delivery of a certificate from the Servicer to such effect.
Proceeds from any Increase shall be deposited into the Series 2001-4 Collection
Account and allocated in accordance with Article 5 hereof. Upon each Increase,
the Trustee shall, or shall cause the Note Registrar to, indicate in the Note
Register such Increase.

      (b) The Series 2001-4 Invested Amount may be increased pursuant to
subsection (a) above only upon satisfaction of each of the following conditions
(as evidenced by an Officers' Certificate delivered by TFFC to the Trustee) with
respect to each proposed Increase:


                                       25
<PAGE>
            (i) The amount of such Increase shall be equal to or greater than
      $50,000;

            (ii) After giving effect to such Increase, the Series 2001-4
      Invested Amount shall not exceed the Series 2001-4 Maximum Invested
      Amount;

            (iii) There shall not then exist, nor shall such Increase result in
      the occurrence of, (x) an Amortization Event, a Liquidation Event of
      Default or a Series 2001-4 Limited Liquidation Event of Default, or (y) an
      event or occurrence, which, with the passing of time or the giving of
      notice thereof, or both, would become an Amortization Event, a Liquidation
      Event of Default or a Series 2001-4 Limited Liquidation Event of Default;

            (iv) All conditions precedent (1) to the acquisition of additional
      Group IV Vehicles under the Group IV Master Lease and (2) to the making of
      Advances under the Series 2001-4 Note Purchase Agreement shall have, in
      each case, been satisfied;

            (v) TFFC (with respect to Lessor-Owned Vehicles) or the applicable
      Lessee (with respect to Financed Vehicles) shall have good and marketable
      title to each Group IV Vehicle purchased by it with the proceeds of the
      Series 2001-4 Note, free and clear of all Liens and encumbrances, other
      than any Permitted Liens. Each Repurchase Program shall be in full force
      and effect, and shall be enforceable against the related Manufacturer in
      accordance with its terms;

            (vi) Each Lessee shall have granted to TFFC, for the benefit of the
      Trustee, and TFFC shall have granted to the Trustee, in each case for the
      benefit of the Series 2001-4 Noteholders, a first priority security
      interest in all Group IV Vehicles now or hereafter purchased, financed or
      refinanced by TFFC with the proceeds of the Series 2001-4 Note or with any
      contributions of capital made by Budget in favor of TFFC;

            (vii) TFFC shall have granted to the Trustee a first priority
      security interest in its right, title and interest in and to the Group IV
      Master Lease, the Group IV Collateral and the Series 2001-4 Collateral;

            (viii) The Trustee shall have received a copy of each Repurchase
      Program under which Group IV Vehicles will be or have been purchased and
      are proposed to be included in the Aggregate Asset Amount and an Officer's
      Certificate, dated the Series 2001-4 Issuance Date, and duly executed by
      an Authorized Officer of TFFC, certifying that each such copy is true,
      correct and complete as of the Series 2001-4 Issuance Date;

            (ix) All representations and warranties set forth in Article 7 of
      the Base Indenture and in Section 28 of the Group IV Master Lease shall be
      true and


                                       26
<PAGE>
      correct on and as of the date of such Increase as if made on and with
      respect to the date of such Increase; and

            (x) With respect to the initial Increase only, the Servicer shall
      have calculated the Series 2001-4 Available Subordinated Amount and the
      Trustee shall have confirmed receipt of such written calculation.

      Section 4.3 Decreases.

      (a) Mandatory Decreases. Whenever (i) the Series 2001-4 Credit Support
Amount is less than the Series 2001-4 Minimum Credit Support Amount, (ii) a
Series 2001-4 Asset Amount Deficiency exists, or (iii) the Aggregate Principal
Balance of the Series 2001-4 Note exceeds the Series 2001-4 Maximum Invested
Amount, TFFC shall pay down the Series 2001-4 Invested Amount of the Series
2001-4 Note by the amount necessary, so that after giving effect to all
Decreases of the Series 2001-4 Invested Amount on such date, no such deficiency
or excess (as applicable) shall exist (each reduction of the Series 2001-4
Invested Amount pursuant to this Section 4.3(a), a "Mandatory Decrease"). Upon
such discovery, TFFC shall deliver notice of any such Mandatory Decreases to the
Trustee.

      (b) Voluntary Decreases. Upon at least one Business Day's prior
irrevocable notice to the Lender and the Trustee in writing, TFFC may
voluntarily prepay all or a portion of the Series 2001-4 Invested Amount in
accordance with the procedures set forth herein (including, without limitation,
in Section 5.5(c) hereof) and, as applicable, in the Series 2001-4 Note Purchase
Agreement (each reduction of the Series 2001-4 Invested Amount pursuant to this
Section 4.3(b), a "Voluntary Decrease"); provided, that all Voluntary Decreases
pursuant to this Section 4.3(b) shall be allocated such that (1) the Series
2001-4 Credit Support Amount after giving effect to such Decrease is not less
than the Series 2001-4 Minimum Credit Support Amount. Each such Decrease shall
be in a minimum principal amount of $100,000.

      (c) Upon receipt by a Responsible Officer of the Trustee of written notice
that a Decrease has been completed, the Trustee shall, or shall cause the Note
Registrar to, indicate in the Note Register such Decrease. The amount of any
Decrease shall not exceed the amount on deposit in the Series 2001-4 Collection
Account and available for distribution to Series 2001-4 Noteholders in respect
of principal on the Series 2001-4 Note on the date specified in the related
notice of Decrease referred to in clauses (a) and (b) above, as applicable.

                                    ARTICLE 5

                            SERIES 2001-4 ALLOCATIONS

      Any provisions of Article 5 of the Base Indenture which allocate and apply
Collections shall continue to apply irrespective of the issuance of the Series
2001-4 Note. Sections 5.1 through 5.5 of the Base Indenture shall be read in
their entirety as provided


                                       27
<PAGE>
in the Base Indenture, provided that for purposes of the Series 2001-4 Note,
clause (d) of Section 5.2 of the Base Indenture shall be modified, as it applies
to the Series 2001-4 Note, as permitted by Section 12.1(f) of the Base Indenture
and shall read as follows:

      (d) Sharing Collections. To the extent that Principal Collections that are
allocated to the Series 2001-4 Invested Percentage on a Distribution Date are
not needed to make payments of principal to Series 2001-4 Noteholders or
required to be deposited in the Series 2001-4 Distribution Account on such
Distribution Date, such Principal Collections may, at the written direction of
the Servicer, be applied to cover principal payments due to or for the benefit
of Noteholders of other Group IV Series of Notes. Any such reallocation will not
result in a reduction of the Aggregate Principal Balance or Invested Amount of
the Series 2001-4 Note.

      In addition, for purposes of Section 5.2(a) of the Base Indenture, the
Servicer, in its capacity as such under the Group IV Master Lease, shall (to the
extent practicable) cause all Collections allocable to Group IV Collateral in
accordance with the Indenture to be paid directly into the Collection Account
and all Collections allocable to the Series 2001-4 Collateral to be paid
directly into the Series 2001-4 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 2001-4 Note:

      Section 5.1 Establishment of the Group IV Collection Account, Series
2001-4 Collection Account and Series 2001-4 Accrued Interest Account.

      (a) The Trustee acknowledges that it has established and maintains a
segregated trust account for the benefit of holders of Notes from the Group IV
Series of Notes (the "Group IV Collection Account"). The Trustee will also
establish and maintain a segregated trust account for the benefit of the Series
2001-4 Noteholders (the "Series 2001-4 Collection Account"). Amounts on deposit
in the Group IV Collection Account and the Series 2001-4 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 2001-4 Collection Account (such sub-account, the "Series
2001-4 Accrued Interest Account").

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

      (d) All Group IV Collections that are deposited on any Business Day in the
Group IV Collection Account and that are Series 2001-4 Collections shall on each
such Business Day be allocated to and deposited in the Series 2001-4 Collection
Account. All


                                       28
<PAGE>
amounts received in respect of the Series 2001-4 Collateral shall be allocated
to and deposited in the Series 2001-4 Collection Account.

      (e) Any amounts in the Group IV Collection Account not allocated to the
Series 2001-4 Collection Account or another series-specific collection account
under the supplements for the other Group IV Series of Notes shall be allocated
by the Trustee at the written direction of the Servicer to the Budget
Distribution Account in an amount equal to (x) the applicable Budget Interest
Percentage (as of such date) of the aggregate amount of Group IV Collections
that are Principal Collections received on such date, minus (y) any amounts,
other than Servicing Fees, which have been withheld by the Master Servicer
pursuant to Section 5.2(c) of the Base Indenture to the extent such amounts
withheld under Section 5.2(c) of the Base Indenture represent all or part of the
Budget Interest Amount; and

      Section 5.2 Allocations with Respect to the Series 2001-4 Note. The
proceeds from the sale of the Series 2001-4 Note, together with any funds
deposited with TFFC by Budget, in its capacity as the Budget Interestholder,
will initially be delivered by or on behalf of TFFC to the Trustee in the Series
2001-4 Collection Account. On each Business Day on which Collections or the
proceeds of any Increase are deposited into the Group IV Collection Account and
allocated to the Series 2001-4 Collection Account or deposited in the Series
2001-4 Collection Account (each such date, a "Deposit Date"), the Servicer will
direct the Trustee in writing to allocate all amounts allocated to or deposited
in the Series 2001-4 Collection Account in accordance with the provisions of
this Section 5.2.

      (a) Allocations During the Revolving Period. During the Series 2001-4
Revolving Period, the Servicer will direct the Trustee in writing to allocate,
prior to 1:00 p.m. (New York City time) on each Deposit Date, all amounts
deposited into the Series 2001-4 Collection Account as set forth below:

            (i) allocate to the Series 2001-4 Accrued Interest Account, from the
      Series 2001-4 Interest Collections received on such date, an amount, as
      stated in such Servicer direction, equal to the Series 2001-4 Note
      Interest and all other Series 2001-4 Carrying Charges accrued and unpaid
      as of such date less any funds on deposit on such date in the Series
      2001-4 Accrued Interest Account (the "Series 2001-4 Interest Allocation");
      provided, however, that if on any Deposit Date the Series 2001-4 Interest
      Collections allocated to the Series 2001-4 Collection Account on such date
      exceed the Series 2001-4 Interest Allocation as of such date, then the
      amount of such excess shall be retained on deposit in the Series 2001-4
      Collection Account and shall be available on such Deposit Date for
      application in accordance with clauses (ii) through (v) below;

            (ii) to the extent a Mandatory Decrease is required under Section
      4.3(a), allocate to the Series 2001-4 Distribution Account for the payment
      of the Series 2001-4 Invested Amount, the amount, as stated in such
      Servicer direction, necessary for such Mandatory Decrease;


                                       29
<PAGE>
            (iii) make available to TFFC an amount, as stated in such Servicer
      direction, equal to any Master Lease Advances that are in accordance with
      the requirements of and conditions precedent under the Group IV Master
      Lease;

            (iv) allocate to the Series 2001-4 Distribution Account the amount,
      as stated in such Servicer direction, of any Voluntary Decreases in the
      Series 2001-4 Invested Amount to be made in accordance with Section 4.3(b)
      hereof;

            (v) the amounts remaining in the Series 2001-4 Collection Account on
      such Deposit Date after application pursuant to clauses (i), (ii), (iii)
      and (iv) above shall be retained on deposit and shall be available on such
      Deposit Date and/or on future Deposit Dates for application in accordance
      with this Section 5.2 or otherwise in accordance with this Article 5.

      (b) Allocations During the Series 2001-4 Rapid Amortization Period. During
the Series 2001-4 Rapid Amortization Period, the Servicer will direct the
Trustee in writing to allocate all Series 2001-4 Collections prior to 1:00 p.m.
(New York City time) on any Deposit Date, as set forth below:

            (i) allocate to the Series 2001-4 Accrued Interest Account the
      Series 2001-4 Interest Allocation as of such date; provided, however, that
      if on any Deposit Date the Series 2001-4 Interest Collections allocated to
      the Series 2001-4 Collection Account on such date exceed the Series 2001-4
      Interest Allocation as of such date, then the amount of such excess shall
      be retained on deposit in the Series 2001-4 Collection Account and shall
      be available on such Deposit Date for application in accordance with
      clause (ii) below; and

            (ii) allocate to the Series 2001-4 Collection Account an amount
      equal to the Series 2001-4 Principal Allocation for such day, which
      amount, plus any excess allocated to the Series 2001-4 Collection Account
      pursuant to clause (i) above, shall be used to make principal payments in
      respect of the Series 2001-4 Note.

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

            (x) Monthly, for each Distribution Date, allocate to the Series
      2001-4 Note an amount, as stated in such Servicer direction, equal to the
      Series 2001-4 Invested Percentage (as of such date) of the aggregate
      amount of Series 2001-4 Repurchase Losses for the Related Month in the
      following manner:

                  (i) First, reduce the Series 2001-4 Available Subordinated
            Amount by the amount of such Losses until the Series 2001-4
            Available Subordinated Amount has been reduced to zero;


                                       30
<PAGE>
                  (ii) Second, to the extent of any such Losses remaining after
            making the allocations, withdrawals and claims under clause (i)
            above that constitute Disposition Losses the Trustee shall make a
            claim under the Demand Note pursuant to Section 5.8 of this
            Supplement in an amount equal to the lesser of (A) the remaining
            amount of such Disposition Losses and (B) the outstanding principal
            amount of the Demand Note; and

                  (iii) Third, any such Losses remaining after making the
            allocations, withdrawals and claims under clauses (i) and (ii) above
            will be allocated, as stated in such Servicer direction, to reduce
            the Series 2001-4 Invested Amount.

            (y) Monthly, for each Distribution Date, allocate to the Series
      2001-4 Note an amount, as stated in such Servicer direction, equal to the
      Series 2001-4 Invested Percentage (as of such date) of the aggregate
      amount of Series 2001-4 Repurchase Recoveries for the Related Month in the
      following manner:

                  (i) First, allocate all such Recoveries to reinstate the
            Series 2001-4 Invested Amount, to the extent the Series 2001-4
            Invested Amount has been reduced pursuant to Section 5.2(c)(x)(ii)
            above;

                  (ii) Second, allocate all remaining Recoveries after making
            the allocations in clause (i) above up to the amount, as stated in
            such Servicer direction, necessary to reinstate the Series 2001-4
            Available Subordinated Amount to the Series 2001-4 Minimum Credit
            Support Amount; and

                  (iii) Third, the amounts remaining in the Series 2001-4
            Collection Account on such Deposit Date after application pursuant
            to clauses (i) and (ii) above shall be available on such Deposit
            Date and/or on future Deposit Dates for application in accordance
            with this Section 5.2 (including 5.2(d) below) or otherwise in
            accordance with this Article 5.

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

            (i) provided the Series 2001-4 Rapid Amortization Period has not
      commenced, amounts retained in the Series 2001-4 Collection Account that
      are not required to make payments under the Series 2001-4 Note pursuant
      hereto may, as and to the extent permitted in the related Supplements, be
      used to pay the principal amount of other Group IV Series of Notes that
      are then in amortization and, after such payment, any remaining funds may,
      at TFFC's option, be (A) used to finance, refinance or acquire Group IV
      Vehicles, to the extent requested by any of the Lessees under the Group IV
      Master Lease, (B) loaned to Budget under the Demand Note or (C)
      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 2001-4


                                       31
<PAGE>
      Credit Support Deficiency or Series 2001-4 Asset Amount Deficiency exists
      or would result from such transfer; provided, however, that funds
      remaining after the application of such funds to the payment of the
      principal amount of other Group IV Series of Notes that are in
      amortization and to the financing, refinancing or acquisition of Group IV
      Vehicles may be transferred to the Budget Distribution Account on a day
      other than a Distribution Date if the Servicer furnishes to the Trustee an
      Officer's Certificate to the effect that such transfer will not cause any
      of the foregoing deficiencies to occur either on the date that such
      transfer is made or, in the reasonable anticipation of the Servicer, on
      the next Distribution Date. Funds in the Budget Distribution Account
      shall, at the option of TFFC, be available to finance, refinance or
      acquire Group IV Vehicles, to the extent requested by any of the Lessees
      under the Group IV Master Lease, or for distribution to the Budget
      Interestholder;

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

            (iii) any amounts withheld by the Servicer and not deposited in the
      Collection Account pursuant to Section 5.2(c) of the Base Indenture shall
      be deemed to be deposited in the Collection Account and allocated to the
      Group IV Collection Account and the Series 2001-4 Collection Account, as
      applicable, on the date such amounts are withheld for purposes of
      determining the amounts to be allocated pursuant to this Section 5.2;

            (iv) TFFC may, from time to time in its sole discretion, increase
      the Series 2001-4 Available Subordinated Amount by (A) (x) transferring
      funds to the Series 2001-4 Collection Account or (y) allocating to the
      Series 2001-4 Available Subordinated Amount Eligible Vehicles theretofore
      allocated to the Budget Interest, if any, and (B) delivering to the
      Servicer and the Trustee an Officers' Certificate setting forth the amount
      of such transferred funds or the Net Book Value of such Eligible Vehicles,
      as the case may be, stating that such transferred funds or Eligible
      Vehicles, as applicable, shall be allocated to the Series 2001-4 Available
      Subordinated Amount and, in the case of Eligible Vehicles, affirming with
      respect to such Eligible Vehicles the representations and warranties set
      forth in Section 7.14 of the Base Indenture (and an Opinion of Counsel to
      the same effect); provided, however, TFFC shall have no obligation to so
      increase the Series 2001-4 Available Subordinated Amount;

            (v) in the event that the Series 2001-4 Credit Support Amount is
      reduced to less than the Series 2001-4 Minimum Credit Support Amount, an
      Amortization Event and a Series 2001-4 Limited Liquidation Event of
      Default shall be deemed to have occurred with respect to the Series 2001-4
      Note only if,


                                       32
<PAGE>
      after any applicable grace period, either the Trustee, by written notice
      to the Issuer, or the Required Noteholders, by written notice to the
      Issuer and the Trustee, declare that an Amortization Event has occurred;
      provided, however, the Issuer may prevent an Amortization Event from
      occurring if, within one (1) Business Day after the occurrence of such
      Series 2001-4 Credit Support Deficiency, the Series 2001-4 Available
      Subordinated Amount is increased by an amount sufficient, in the
      aggregate, to eliminate such Series 2001-4 Credit Support Deficiency;

            (vi) if, on any Distribution Date during the Series 2001-4 Revolving
      Period, a Mandatory Decrease shall be required under Section 4.3(a) of
      this Supplement and the amounts allocated to the Series 2001-4
      Distribution Account under Section 5.2(a)(ii) are less than the amount of
      such required Decrease, then, in such event, any funds on deposit in the
      collection accounts or excess funding accounts for other Group IV Series
      of Notes issued and outstanding under the Indenture which amounts are not
      allocable to the Budget Interest and are in excess of the amounts
      necessary to be on deposit in each such account in order that (x) no Asset
      Amount Deficiency occur with respect to any such Series, (y) no shortfall
      in the required level of enhancement occur with respect to any such
      Series, including any portion of such enhancement that is required to be
      in liquid funds, and (z) no Amortization Event for any such Series or
      event that with the giving of notice or passage of time would become an
      Amortization Event occur with respect to any such Group IV Series of Notes
      (such excess funds being referred to herein as "Excess Amounts") shall, in
      each such case, be deposited into the Series 2001-4 Distribution Account
      as Principal Collections in an aggregate amount up to the amount of any
      such deficiency and shall be used, in accordance with Section 5.5, to
      reduce the Series 2001-4 Invested Amount; and

            (vii) if, on any Distribution Date during the Series 2001-4 Rapid
      Amortization Period, the Monthly Principal Allocation under Section
      5.2(b)(ii) is insufficient to reduce the Series 2001-4 Invested Amount to
      zero, then, in such event, any funds constituting Excess Amounts shall, in
      each such case, be deposited into the Series 2001-4 Distribution Account
      as Principal Collections in an aggregate amount up to the amount of any
      such deficiency and shall be used, in accordance with Section 5.5, to
      reduce the Series 2001-4 Invested Amount.

      Section 5.3 Withdrawals from the Series 2001-4 Accrued Interest Account.
On each Determination Date or Additional Distribution Date, as provided below,
the Servicer shall instruct the Trustee or the Paying Agent in writing to
withdraw, and on such Distribution Date or Additional Distribution Date, as
applicable, the Trustee or the Paying Agent, acting in accordance with such
written instructions, shall withdraw the amounts required to be withdrawn from
the Series 2001-4 Accrued Interest Account pursuant to Sections 5.3(a), (b) and
(c) below (after giving effect to the allocations on such date pursuant to
Section 5.2) in respect of all funds available from Collections processed since
the preceding Distribution Date and allocated to the holders of the Series
2001-4 Note.


                                       33
<PAGE>
      (a) Successor Servicer Fees. On each Determination Date on which Budget is
not the Servicer, and before any deposits required to be made on the related
Distribution Date to the Series 2001-4 Distribution Account have been made, the
Servicer shall instruct the Trustee and the Paying Agent in writing as to the
amount to be withdrawn from the Series 2001-4 Accrued Interest Account to the
extent funds are available and processed since the preceding Distribution Date
in respect of an amount equal to (i) the Series 2001-4 Investor Monthly
Servicing Fee (and any Series 2001-4 Monthly Supplemental Servicing Fee) accrued
since the preceding Distribution Date, plus (ii) all accrued and unpaid Series
2001-4 Investor Monthly Servicing Fees (and any Series 2001-4 Monthly
Supplemental Servicing Fees) in respect of previous periods, minus (iii) the
amount of any Series 2001-4 Investor Monthly Servicing Fees (and Series 2001-4
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
2001-4 Accrued Interest Account and remit such amount to the Servicer.

      (b) Note Interest with respect to the Series 2001-4 Note. (i) On each
Determination Date, the Servicer shall instruct the Trustee and the Paying Agent
in writing as to the amount to be withdrawn from the Series 2001-4 Accrued
Interest Account, after making all distributions required to be made pursuant to
Section 5.3(a), to the extent funds will be available and processed from but not
including the preceding Distribution Date through the succeeding Distribution
Date in respect of Series 2001-4 Note Interest and Series 2001-4 Carrying
Charges. On the Distribution Date related to such Determination Date, the
Trustee shall withdraw from the Series 2001-4 Accrued Interest Account the
amount on deposit therein available for the payment of Series 2001-4 Note
Interest and Series 2001-4 Carrying Charges and deposit such amount in the
Series 2001-4 Distribution Account.

            (ii) On any Business Day during a Series 2001-4 Interest Period
      (each such day, an "Additional Distribution Date"), the Servicer may
      instruct the Trustee in writing to withdraw from the Series 2001-4 Accrued
      Interest Account, and on such Additional Distribution Date the Trustee,
      acting in accordance with such instructions, shall withdraw from the
      Series 2001-4 Accrued Interest Account, as directed in writing by the
      Servicer, all or a portion of the Series 2001-4 Note Interest that will be
      due on the first Distribution Date following such Additional Distribution
      Date to the extent that such amount does not exceed the aggregate amount
      of Series 2001-4 Interest Collections processed since the preceding
      Distribution Date and allocated to the Series 2001-4 Noteholders (less any
      portion thereof previously paid to the Series 2001-4 Noteholders during
      such period pursuant to this Section 5.3(b)) and shall deposit such
      amounts in the Series 2001-4 Distribution Account.

      (c) Servicing Fee. On each Determination Date on which Budget is the
Servicer, the Servicer shall, after giving effect to all distributions required
to be made on the related Distribution Date pursuant to Sections 5.3(a) and (b)
of this Supplement, instruct the Trustee and the Paying Agent in writing as to
the amount to be withdrawn on


                                       34
<PAGE>
such Distribution Date from the Series 2001-4 Collection Account to the extent
funds are available and processed since the preceding Distribution Date in
respect of an amount equal to (i) the Series 2001-4 Investor Monthly Servicing
Fee (and any Series 2001-4 Monthly Supplemental Servicing Fee) accrued since the
preceding Distribution Date, plus (ii) all accrued and unpaid Series 2001-4
Investor Monthly Servicing Fees (and any Series 2001-4 Monthly Supplemental
Servicing Fees) in respect of previous periods, minus (iii) the amount of any
Series 2001-4 Investor Monthly Servicing Fees (and Series 2001-4 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 2001-4
Collection Account and remit such amount to the Servicer.

      Section 5.4 Payment of Note Interest and Carrying Charges. On each
Distribution Date and Additional Distribution Date, the Paying Agent shall, in
accordance with Section 6.1 of the Base Indenture and the written instruction of
the Servicer received pursuant to Section 5.3(b) hereof, pay to the Series
2001-4 Noteholders from the Series 2001-4 Distribution Account the amount
deposited in the Series 2001-4 Distribution Account for the payment of Series
2001-4 Note Interest pursuant to Section 5.3(b) of this Supplement and, to the
extent that such amount is insufficient to pay all Series 2001-4 Note Interest
and Series 2001-4 Carrying Charges payable on such Distribution Date (the amount
of such insufficiency, a "Note Interest Shortfall"), the Servicer shall instruct
the Trustee in writing to withdraw from the Series 2001-4 Collection Account the
lesser of (i) the amount on deposit in the Series 2001-4 Collection Account and
(ii) the amount of such Note Interest Shortfall. Subject to Sections 2.15(c) and
6.1(b) of the Base Indenture, all payments of interest and Series 2001-4
Carrying Charges, and all payments of principal pursuant to Section 5.5 hereof,
made to the Series 2001-4 Noteholder shall be made by wire transfer to such
account as the Series 2001-4 Noteholder of record on the preceding Record Date
shall specify from time to time by notice to the Issuer and the Paying Agent.

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

      (a) Commencing on the first Determination Date after the commencement of
the Series 2001-4 Rapid Amortization Period, the Servicer shall instruct the
Trustee and the Paying Agent in writing as to the amount of Collections
allocated to the Series 2001-4 Note during the Related Month pursuant to Section
5.2(b)(ii) of this Supplement (such amount, the "Monthly Principal Allocation").
Commencing on the first Distribution Date after the commencement of the Series
2001-4 Rapid Amortization Period, to the extent that the Monthly Principal
Allocation is insufficient to pay all principal due in respect of the Series
2001-4 Note on such Distribution Date (the amount of such insufficiency, a
"Principal Shortfall"), the Servicer shall instruct the Trustee in writing (a)
to withdraw from the Series 2001-4 Collection Account the lesser of (i) the
amount on deposit in the Series 2001-4 Collection Account and (ii) the amount of
such Principal Shortfall, (b) to the extent of any remaining Principal
Shortfall, to apply to the payment thereof Principal Collections with respect to
any other Group IV Series of Notes which pursuant to Section


                                       35
<PAGE>
5.2(d) of the Base Indenture (as modified herein) are available on such
Distribution Date to pay principal of the Series 2001-4 Note (up to the amount
of such Principal Shortfall remaining) and (c) to the extent of any remaining
Principal Shortfall, to apply amounts on deposit in the Series 2001-4
Distribution Account representing the proceeds of a claim made under the Demand
Note pursuant to Section 5.8 of this Supplement up to the lesser of (i) the
remaining Principal Shortfall and (ii) the proceeds of such claim under the
Demand Note. The entire principal amount of the Series 2001-4 Note shall be due
and payable on the Series 2001-4 Termination Date.

      (b) On each Distribution Date occurring on or after the date a withdrawal
or application is made pursuant to Section 5.5(a) of this Supplement, the Paying
Agent shall, in accordance with Section 6.1 of the Base Indenture and the
written instruction of the Servicer received pursuant to Section 5.5(a) hereof,
pay to the Series 2001-4 Noteholders the amount deposited in the Series 2001-4
Distribution Account for the payment of principal pursuant to Section 5.5(a) of
this Supplement.

      (c) On (x) the Distribution Date on which, or immediately following the
date on which, an allocation is made pursuant to Section 5.2(a)(ii), or (y) the
Business Day specified in the notice of Decrease delivered pursuant to Section
4.3(b), occurring on or after the date an allocation is made pursuant to Section
5.2(a)(iv), the Paying Agent shall pay to the Series 2001-4 Noteholders pursuant
to the written instruction of the Servicer the amount deposited in the Series
2001-4 Distribution Account for the payment of principal pursuant to such
Section 5.2(a)(ii) or 5.2(a)(iv), as applicable.

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

      Section 5.6 Servicer's or Budget's Failure to Make a Deposit or Payment.
If the Servicer or Budget fails to make, or give notice or instructions to make,
any payment from or deposit to the Collection Account, the Group IV Collection
Account, the Series 2001-4 Collection Account or the Series 2001-4 Accrued
Interest Account required to be made or given by the Servicer or Budget,
respectively, at the time specified in the Indenture (including applicable grace
periods), the Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee, in the event it
elects to do so, to make such a payment. Such funds shall be applied by the
Trustee in the manner in which such payment or deposit should have been made by
the Servicer.

      Section 5.7 Series 2001-4 Distribution Account.


                                       36
<PAGE>
      (a) Establishment of the Series 2001-4 Distribution Account. The Trustee
shall establish and maintain in the name of the Trustee for the benefit of the
Series 2001-4 Noteholders, or cause to be established and maintained, an account
(the "Series 2001-4 Distribution Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2001-4 Noteholders. The Series 2001-4 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 2001-4 Distribution Account. If the Series 2001-4 Distribution
Account is not maintained in accordance with the previous sentence, the Servicer
shall establish a new Series 2001-4 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
2001-4 Distribution Account into the new Series 2001-4 Distribution Account.
Initially, the Series 2001-4 Distribution Account will be established with the
Trustee. The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Series 2001-4 Distribution Account and in all
proceeds thereof. The Series 2001-4 Distribution Account Collateral shall be
under the sole dominion and control of the Trustee for the benefit of the Series
2001-4 Noteholders.

      (b) Administration of the Series 2001-4 Distribution Account. The Servicer
shall instruct the institution maintaining the Series 2001-4 Distribution
Account in writing to invest funds on deposit in the Series 2001-4 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 2001-4 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 2001-4
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 2001-4 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 2001-4 Distribution Account. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Series 2001-4 Distribution
Account shall be deemed to be on deposit and available for distribution.

      Section 5.8 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 that relate to prior Disposition Losses, the
Servicer shall, at or before 12:30 p.m. (New York City time) on such
Determination Date, notify the Trustee in


                                       37
<PAGE>
writing of the aggregate amount of such net Disposition Losses (the "Net
Disposition Losses") and the portion thereof constituting 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 Disposition Losses for the Related Month which, pursuant to Section
5.2(c)(x)(ii), are allocated to a draw on the Demand Note, in each case such
payment to be made on or prior to the next succeeding Distribution Date by
deposit of funds into the Series 2001-4 Distribution Account in the specified
amount for application pursuant to Section 5.5(a) as necessary.

                                    ARTICLE 6

                               AMORTIZATION EVENTS

      Section 6.1 Amortization Events. In addition to the Amortization Events
set forth in Section 9.1 of the Base Indenture, subject to Section 5.2(a)(v)
hereof, the following shall be Amortization Events with respect to the Series
2001-4 Note (without notice or other action on the part of the Trustee or any
holders of the Series 2001-4 Note unless so specified; provided, however, that
the Trustee shall have no liability in connection with any action or inaction
taken upon the occurrence of an Amortization Event unless the Trustee has actual
knowledge or has received written notice of such Amortization Event):

      (a) TFFC defaults in the payment of any interest on any Series 2001-4 Note
(or in any other payment on any Series 2001-4 Note (other than any payment
required pursuant to Section 4.3(a)(iii) hereof or as specified in Section
9.1(b) of the Base Indenture)) when the same becomes due and payable and such
default continues for a period of 3 Business Days.

      (b) a Series 2001-4 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 2001-4 Credit Support
Deficiency in accordance with the terms and conditions of this Supplement;

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

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

      (e) TFFC or Budget shall have failed in any material respect to timely and
duly perform, or shall have breached any of its obligations, representations,
warranties or covenants under the Series 2001-4 Note Purchase Agreement;


                                       38
<PAGE>
      (f) TFFC fails to have at least one independent director on its Board of
Directors at any time;

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

      (h) [RESERVED]

      (i) a Series 2001-4 Event of Default shall have occurred and be
continuing;

      (j) the Servicer shall fail to provide notice within two Business Days
after the occurrence of a Series 2001-4 Event of Default as set forth in Section
8.01(f) of the Series 2001-4 Note Purchase Agreement;

      (k) all principal and interest in respect of the Series 2001-4 Note has
not been paid in full as of the Series 2001-4 Termination Date and the Committed
Note Purchaser declares by notice to the Trustee and TFFC that an Amortization
Event has occurred; or

      (l) on any day, the Series 2001-4 Invested Amount exceeds the Series
2001-4 Maximum Invested Amount and such condition is not cured by the close of
business on the first Business Day thereafter and the Committed Note Purchaser
declares by notice to the Trustee and TFFC that an Amortization Event has
occurred.

      Section 6.2 Special Limitation on Exercise of Remedies. Notwithstanding
anything to the contrary contained in any Related Document (but without
otherwise affecting or limiting the rights and remedies of the Trustee, the
Series 2001-4 Noteholder and the Committed Note Purchaser under the Related
Documents in respect of any Series 2001-4 Limited Liquidation Event), the
Trustee will exercise its remedies in respect of a Series 2001-4 Limited
Liquidation Event of Default resulting from an event described in Section 6.1(l)
solely with respect to such number of Group IV Vehicles that will generate
proceeds sufficient to reduce the Series 2001-4 Invested Amount to an amount
equal to the Series 2001-4 Maximum Invested Amount as of such day and pay all
accrued interest on the Series 2001-4 Note which is unpaid as of such day.

                                    ARTICLE 7

                                     GENERAL

      (a) Repurchase. The Series 2001-4 Note shall be subject to repurchase by
TFFC at its option in accordance with Section 6.3 of the Base Indenture on any
Distribution Date. The repurchase price for the Series 2001-4 Note shall equal
the Aggregate Principal Balance of the Series 2001-4 Note (determined after
giving effect to any payments of principal and interest and any Increases or
Decreases as of such Distribution Date), plus all accrued and unpaid interest on
such Aggregate Principal Balance through the date of purchase under this Section
7(a) plus any other amounts then


                                       39
<PAGE>
due and payable to the holders of such Series 2001-4 Note pursuant to this
Supplement, the Series 2001-4 Note Purchase Agreement and the Series 2001-4
Note.

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

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

      Exhibit A: Form of Series 2001-4 Note

      Exhibit B: List of Approved Manufacturers

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

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

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

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

      (h) Discharge of Indenture. Notwithstanding anything to the contrary
contained in the Base Indenture, no discharge of the Indenture pursuant to
Section 11.1(b) of the Base Indenture will be effective as to the Series 2001-4
Note without the consent of the Required Noteholders.

      (i) Base Indenture Defined Terms. With respect to the Series 2001-4 Note
and each other Group IV Series of Notes, references in the Base Indenture
(including Schedule I thereto) or in any Related Document to (a) the "Lease"
shall be deemed to include the Group IV Master Lease and (b) a "Lease Event of
Default" shall be deemed to include a Lease Event of Default under and as
defined in the Group IV Master Lease. In addition, each of the capitalized terms
listed in the first column below is defined in


                                       40
<PAGE>
Schedule 1 to the Base Indenture, as such term applies to any Segregated Series
(including Series 2001-4), by reference to the related Supplement. Such terms
are defined in this Series 2001-4 Supplement using the corresponding capitalized
terms set forth in the second column below opposite such Base Indenture terms.

<TABLE>
<CAPTION>
                                                      CORRESPONDING SERIES
         BASE INDENTURE TERMS                        2001-4 SUPPLEMENT TERMS
         --------------------                        -----------------------
<S>                                          <C>
Aggregate Segregated Repurchase Asset        Aggregate Group IV Repurchase Asset
Amount                                       Amount

Monthly Servicing Fee                        Series 2001-4 Monthly Servicing Fee

Repurchase Vehicle                           Group IV Repurchase Vehicle

Segregated Repurchase Vehicle                Group IV Repurchase Vehicle

Vehicle                                      Group IV Vehicle
</TABLE>

      (j) Group IV Lease Terms. The terms listed below are not applicable to the
Series 2001-4 Note and shall be disregarded in interpreting the Group IV Lease.

            "Aggregate Group IV Non-Repurchase Asset Amount"

            "Aggregate Group IV Truck Asset Amount"

            "Eligible Non-Repurchase Vehicle"

            "Group IV Truck"

            "Group IV Non-Repurchase Vehicle"

            "Maximum Non-Repurchase Percentage"

            "Non-Repurchase Maximum Term"

            "Non-Repurchase Vehicle"

            "Non-Repurchase Vehicle Value"

            "Truck Value"

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

      (l) Tax Opinion. No State of Virginia tax opinion is required to be
rendered in connection with the issuance of the Series 2001-4 Note.


                                       41
<PAGE>
      (m) Independent Director. TFFC represents and warrants that it has two
"independent directors" on its board of directors and shall have two
"independent directors" at all times while the Series 2001-4 Note is
outstanding.


                                       42
<PAGE>
      IN WITNESS WHEREOF, TFFC, the Servicer, Budget, as Budget Interestholder
and the Trustee have caused this Supplement to be duly executed and BRACC has
caused this Supplement to be duly acknowledged and agreed to by their respective
officers thereunto duly authorized as of the day and year first above written.

                                    TEAM FLEET FINANCING CORPORATION,
                                    as Issuer

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


                                    BUDGET GROUP, INC., as Servicer

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


                                    BUDGET GROUP, INC., as Budget Interestholder

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


                                    BANKERS TRUST COMPANY, as Trustee

                                    By:
                                       ---------------------------------------
                                       Name:
                                       Title:
<PAGE>
                                                                       EXHIBIT A
                                                                       TO SERIES
                                                               2001-4 SUPPLEMENT

                              VARIABLE FUNDING NOTE

REGISTERED                                                    up to $100,000,000


No. A-

                       SEE REVERSE FOR CERTAIN CONDITIONS

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

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

          VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTE, Series 2001-4

            TEAM FLEET FINANCING CORPORATION, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Deutsche Bank AG, New York Branch, as Agent, a Delaware corporation (the
"Noteholder"), or its registered assigns, the principal sum of up to ONE HUNDRED
MILLION DOLLARS ($100,000,000) or, if less the aggregate unpaid principal amount
outstanding hereunder (whether or not shown on the schedule attached hereto,
which amount shall be payable in the amounts and at the times set forth in the
Indenture, provided, however, that the entire unpaid principal amount of this
Note shall be due on the Series 2001-4 Termination Date, which is November 30,
2001 (unless extended in writing by the parties to the Indenture and the
Noteholder). The Company will pay interest on this Note at the Series 2001-4
Note Rate. Such interest shall be payable on each Distribution Date until the
principal of this Note is paid or made available for payment, to the extent
funds will be available from Series 2001-4 Collections processed from and
including the preceding Distribution Date to but excluding each such
Distribution Date in respect of (a) an amount equal to interest accrued for the
related Series 2001-4 Interest Period, which will be equal to the sum of the
products, for each day during the related Series 2001-4 Interest Period, of (i)
the Series 2001-4 Note Rate for such Series 2001-4 Interest Period and (ii) the
Series 2001-4 Aggregate Principal Balance as of the close of business on such
date divided by 360, plus (b) an amount equal to the amount of any accrued and
unpaid Note Interest Shortfall with respect to prior Series 2001-4 Interest
Periods, with interest on the amount of such Note Interest Shortfall at the
Series 2001-4 Note Rate for the related Series 2001-4 Interest Period. The
principal amount of this Note shall be subject to Increases and Decreases from
time to time, and accordingly, such principal amount is subject to prepayment at
any time. Notwithstanding the foregoing, prior to the Series 2001-4 Termination
Date and unless an Amortization Event shall have occurred, only interest
payments on the outstanding principal amount of the Note are required to be made
to the holder hereof. Beginning on the first Distribution Date following the
occurrence of an Amortization Event, subject to Decreases on any Business Day,
the principal of this Note shall be paid in installments on each subsequent
Distribution Date to the extent of funds available for payment therefor pursuant
to the Indenture. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

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

            Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note. Although a summary of certain provisions of the
Indenture are set forth below


                                      A-2
<PAGE>
and on the reverse hereof and made a part hereof, this 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: Bankers Trust Company, 4 Albany Street, New York, New
York 10006, Attention: Corporate Trust and Agency Group. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
them in the Indenture.

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


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

Date: November __, 2001                 TEAM FLEET FINANCING CORPORATION


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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        BANKERS TRUST COMPANY,
                                           as Trustee


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


                                      A-4
<PAGE>
                          REVERSE OF SERIES 2001-4 NOTE

            This Note is one of a duly authorized issue of Notes of the Company,
designated as its Variable Funding Rental Car Asset Backed Note, Series 2001-4
(herein called the "Series 2001-4 Note"), all issued under (i) an Amended and
Restated Base Indenture, dated as of December 1, 1996 (such Base Indenture, as
the same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, is herein called the "Base Indenture"), among
the Company, Budget Group, Inc., a Delaware corporation formerly known as Team
Rental Group, Inc. ("Budget"), as servicer and as holder of the Budget Interest,
and Bankers Trust Company, a New York banking corporation, as trustee (the
"Trustee"), and (ii) a Series 2001-4 Supplement, dated as of November __, 2001
(the "Series 2001-4 Supplement"), among the Company, Budget and the Trustee. The
Base Indenture and the Series 2001-4 Supplement are referred to herein as the
"Indenture". The Series 2001-4 Note is subject to all terms of the Indenture.
All terms used in this Series 2001-4 Note that are defined in the Indenture, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, shall have the meanings assigned to them in or pursuant to
the Indenture, as so amended, supplemented or otherwise modified.

            The Series 2001-4 Note, and all other Notes included in a Group IV
Series of Notes, are and will be equally and ratably secured by the Group IV
Collateral, and the Series 2001-4 Note is and will be equally and ratably
secured by the Series 2001-4 Collateral, in each case pledged as security
therefor as provided in the Indenture and the Series 2001-4 Supplement.

            "Distribution Date" means the 25th day of each month, or, if any
such date is not a Business Day, the next succeeding Business Day, commencing
November 26, 2001.

            As described above, the entire unpaid principal amount of this
Series 2001-4 Note shall be due and payable on the Series 2001-4 Termination
Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event
of Default or Series 2001-4 Limited Liquidation Event of Default shall have
occurred and be continuing then, in certain circumstances, principal on the
Series 2001-4 Note may be paid earlier, as described in the Indenture. All
principal payments on the Series 2001-4 Note shall be made pro rata to the
Series 2001-4 Noteholders entitled thereto.

            Payments of interest on this Series 2001-4 Note due and payable on
each Distribution Date, together with the installment of principal then due, if
any, and any payments of principal made on any Business Day in respect of any
Decreases, to the extent not in full payment of this Series 2001-4 Note, shall
be made by wire transfer to the Holder of record of this Series 2001-4 Note (or
any predecessor Series 2001-4 Note) on the Note Register as of the close of
business on each Record Date. Any reduction in the principal amount of this
Series 2001-4 Note (or any predecessor Series 2001-4 Note) effected by any
payments made on any date shall be binding upon all future Holders of


                                      A-5
<PAGE>
this Series 2001-4 Note and of any Series 2001-4 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted thereon. Final payment of principal (together with any accrued and
unpaid interest) on this Series 2001-4 Note will be paid to the Series 2001-4
Noteholder only upon presentation and surrender of this Series 2001-4 Note at
the Corporate Trust Office for cancellation by the Trustee.

            The Company shall pay interest on overdue installments of interest
at the Series 2001-4 Note Rate to the extent lawful.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Series 2001-4 Note may be registered on the
Note Register upon surrender of this Series 2001-4 Note for registration of
transfer at the office or agency designated by the Company pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Series 2001-4 Note of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Series 2001-4 Note, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any such registration of transfer or exchange.

            Each Series 2001-4 Noteholder, by acceptance of the Series 2001-4
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Trustee, the Company or
Budget on the Series 2001-4 Note or under the Indenture or any certificate or
other writing delivered in connection therewith, against (i) the Trustee, the
Company or Budget in its individual capacity, (ii) any owner of a beneficial
interest in the Company or (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Trustee, the Company or Budget in its
individual capacity, any holder of a beneficial interest in the Company, Budget
or the Trustee or of any successor or assign of the Trustee or Budget in its
individual capacity, except (a) as any such Person may have expressly agreed and
(b) any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Company for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Series 2001-4 Note, subject to Section 13.17 of the Base Indenture.

            Each Series 2001-4 Noteholder, by acceptance of the Series 2001-4
Note, covenants and agrees that by accepting the benefits of the Indenture that
such Series 2001-4 Noteholder will not for a period of one year and one day
following payment in full of the Series 2001-4 Note 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


                                      A-6
<PAGE>
law in connection with any obligations relating to the Series 2001-4 Note, the
Indenture or the Related Documents.

            Prior to the due presentment for registration of transfer of this
Series 2001-4 Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name the Series 2001-4 Note (as of the day
of determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not the Series
2001-4 Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

            It is the intent of the Company and each Series 2001-4 Noteholder
that, for Federal, state and local income and franchise tax purposes, the Series
2001-4 Note will evidence indebtedness of the Company secured by the Collateral.
Each Series 2001-4 Noteholder, by the acceptance of the Series 2001-4 Note,
agrees to treat the Series 2001-4 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

            The Indenture permits in certain circumstances, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Series 2001-4 Note under the Indenture at any time by the Company with the
consent of the Holders of the Series 2001-4 Note representing more than 50% in
principal amount of the Outstanding Series 2001-4 Note which are affected by
such amendment or modification. The Indenture also contains provisions
permitting the Holders of Series 2001-4 Note representing specified percentages
of the Outstanding Series 2001-4 Note, on behalf of the Holders of the Series
2001-4 Note, to waive compliance by the Company with certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of the Series 2001-4 Note (or any predecessor Series 2001-4 Note) shall be
conclusive and binding upon such Holder and upon all future Holders of the
Series 2001-4 Note and of the Series 2001-4 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon the Series 2001-4 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 2001-4 Note.

            The term "Company" as used in this Series 2001-4 Note includes any
successor to the Company under the Indenture.

            The Series 2001-4 Note is issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

            The Series 2001-4 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.


                                      A-7
<PAGE>
            No reference herein to the Indenture and no provision of the Series
2001-4 Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on the Series 2001-4 Note at the times, place, and rate, and in the
coin or currency herein prescribed, subject to any duty of the Company to deduct
or withhold any amounts as required by law, including any applicable U.S.
withholding taxes.


                                      A-8
<PAGE>
<TABLE>
<CAPTION>
                                              INCREASES AND DECREASES

==================================================================================================================
                UNPAID                                               SERIES
               PRINCIPAL                                          2001-4 NOTE    INTEREST PERIOD   NOTATION MADE
    DATE        AMOUNT        INCREASE      DECREASE     TOTAL        RATE       (IF APPLICABLE)        BY
==================================================================================================================
<S>            <C>            <C>           <C>          <C>      <C>            <C>               <C>

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


                                      A-9
<PAGE>
                                   ASSIGNMENT

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

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

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

the within Series 2001-4 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said Series 2001-4 Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:                                                                       *
        ----------------                        -----------------------------
                                                        Signature
                                                        Guaranteed:


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

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

--------
*/ NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Series 2001-4 Note in
every particular, without alteration, enlargement or any change whatsoever.


                                      A-10
<PAGE>
                                                                       EXHIBIT B
                                                                              TO

                                                        SERIES 2001-4 SUPPLEMENT

                         List of Approved Manufacturers

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