<PAGE>   1
                                                                   EXHIBIT 4.31








                            SERIES 2000-1 SUPPLEMENT





                         dated as of February 25, 2000
                                     to the

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

                                     among

                       TEAM FLEET FINANCING CORPORATION,
                                   the Issuer

                               BUDGET GROUP, INC.
                                  the Servicer

                              BUDGET GROUP, INC.,
                           the Budget Interestholder

                                      and

                             BANKERS TRUST COMPANY,
                                  the Trustee

<PAGE>   2


         Series 2000-1 Supplement, dated as of February 25, 2000 (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 2000-1 and is referred to as the "Series
2000-1 Note."

         (b) The proceeds from the sale of and Increases in respect of the
Series 2000-1 Note shall be deposited in the Series 2000-1 Collection Account,
and such proceeds shall be available to TFFC and used (i) on and after the
Series 2000-1 Issuance Date, to finance the acquisition by the Issuer and the
Lessees of, or to refinance, Financed Vehicles and Eligible Receivables and
(ii) on and after the Series 2000-1 Issuance Date, to acquire Lessor-Owned
Vehicles manufactured by certain Eligible Manufacturers.


<PAGE>   3

         (c) The Series 2000-1 Note is a Segregated Series of Notes (as more
fully described in the Base Indenture) and is hereby designated as a "Group II
Series of Notes". Accordingly, the Series 2000-1 Note (and each other Group II
Series of Notes) shall be secured solely by the Group II Collateral and any
other collateral designated as security for the Series 2000-1 Note (and, as
applicable, any other Group II 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 2000-1 Note, the Group II Collateral and any other collateral
designated as security for the Group II Series of Notes under this Supplement
or any other related Series Supplement (the Series 2000-1 Note and any such
additional Segregated Series, each, a "Group II Series of Notes" and,
collectively, the "Group II 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 II Series of Notes.

         (d) If, notwithstanding the provisions of clause (c) above, the Series
2000-1 Note is deemed by any court to be secured by collateral other than the
Group II Collateral and any other collateral designated as security for the
Series 2000-1 Note (and, as applicable, any other Series of Group II Notes)
under this Supplement or any other Supplement ("Non-Group II Collateral"), then
the interest of the Series 2000-1 Noteholders in such Non-Group II Collateral
shall be subordinate in all respects to the interest of the Noteholders of the
Series to which such Non-Group II 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 2000-1 Noteholder is a debtor in a case (a
"bankruptcy case") under the Bankruptcy Code (or any amended or successor
version thereof), (iii) (A) any reference to the Series 2000-1 Note shall
include all obligations of the Issuer now or hereafter existing under each such
Series 2000-1 Note, whether for principal, interest, fees, expenses or
otherwise, and (B) without limiting the generality of the foregoing, "interest"
owing on the Series 2000-1 Note shall expressly include any and all interest
accruing after the commencement of any bankruptcy case or other insolvency
proceeding where the Issuer is the debtor, notwithstanding any provision or
rule of law (including, without limitation, 11 U.S.C. ss.ss. 502, 506(b) (1994)
(or any amended or successor version thereof)) that might restrict the rights
of any holder of an interest in the Series 2000-1 Note, as against the Issuer
or any one else, to collect such interest, (iv) "payments" prohibited under the
subordination provisions of this Supplement shall include any distributions of
any type, whether cash, other debt instruments, or any equity instruments,
regardless of the source thereof, and (v) the holder of any interest in the
Series 2000-1 Note retains such


                                      -2-
<PAGE>   4

holder's right, under 11 U.S.C. ss. 1126 (1994) (or any amended or successor
version thereof), to vote to accept or reject any plan of reorganization
proposed for the Issuer in any subsequent bankruptcy of the Issuer; provided,
however, that, regardless of any such vote or of the exercise of any other
rights such holder (or its agents) may have under the Bankruptcy Code, and
without limiting the generality of the other clauses of this clause (d), any
distributions that such holder is to receive on account of such holder's
interest in the Series 2000-1 Note under any such plan of reorganization, from
the Issuer, from any collateral, from any guarantor, or from any other source
shall be subordinated in right of payment as set forth herein and shall instead
be distributed in the order of priority set forth herein.

                                   ARTICLE 2

                                  DEFINITIONS

         Section 2.1. Incorporation of Schedule 1, etc. All capitalized terms
not otherwise defined herein shall have the meaning set forth therefor in
Schedule 1 to the Base Indenture, as amended, supplemented or otherwise
modified from time to time in accordance with the terms of the Base Indenture.
All Article, Section or Subsection references herein shall refer to Articles,
Sections or Subsections of the Base Indenture, except as otherwise provided
herein. Unless otherwise stated herein, as the context otherwise requires or if
such term is otherwise defined in the Base Indenture, each capitalized term
used or defined herein shall relate only to the Series 2000-1 Note and not to
any other Series of Notes issued by TFFC.

         Section 2.2. Defined Terms. The following words and phrases, unless
otherwise defined in the Bridge Loan Agreement then in effect, shall have the
following meanings with respect to the Series 2000-1 Note and the definitions
of such terms are applicable to the singular as well as the plural form of such
terms and to the masculine as well as the feminine and neuter genders of such
terms:

         "Accounts" means the Collection Account, the Group II Collection
Account, the Series 2000-1 Collection Account, the Series 2000-1 Distribution
Account and each collection account for each other Group II Series of Notes.

         "Accrued Amounts" means, with respect to any Group II 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.


                                      -3-
<PAGE>   5

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

         "Additional Fees" means, with respect to any Series 2000-1 Interest
Period, the aggregate amount of fees, if any, under the Bridge Loan Agreement
then in effect which have accrued during such Series 2000-1 Interest Period and
which are payable by TFFC in respect of the Series 2000-1 Note, in each case
solely to the extent such fees are not included in the calculation of the
Series 2000-1 Note Rate for any Series 2000-1 Interest Period.

         "Advance" has the meaning specified in the Bridge Loan Agreement.

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

         "Aggregate Principal Balance" means, for any date of determination the
aggregate unpaid principal amount of the Outstanding Series 2000-1 Note as of
such date.

         "Aggregate Group II 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 II Repurchase Vehicles leased under the
Group II 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 II
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 II
Repurchase Vehicles as of such date from any Auction Dealer with respect to
Group II 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 II Repurchase Vehicles that have been turned in to the Manufacturer or
otherwise sold, any accrued and unpaid Base Rent under the Group II Master
Lease with respect to such Group II Repurchase Vehicles (net of amounts set
forth in clauses (ii), (iii) and (iv) above), other than any such amounts which
have become Losses.

         "Asset Amount Deficiency" with respect to the Series 2000-1 Notes
shall mean a Series 2000-1 Asset Amount Deficiency and with respect to any
other Group II Series of Notes, shall have the meaning specified in the related
Series Supplement.

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


                                      -4-
<PAGE>   6

         "Auction Receivable" means a legal, valid and binding receivable due
from an Auction Dealer to TFFC or a Lessee in respect of Group II 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.

         "Bridge Loan Agreement" means the Bridge Loan Agreement, dated as of
February 25, 2000, among TFFC, as borrower, Budget, as servicer and Credit
Suisse First Boston, New York Branch, as lender, as such agreement may be
amended, supplemented, amended and restated or otherwise modified from time in
accordance with the terms thereof.

         "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 II
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 II 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
II Series of Notes including all classes of such Series of Notes and (ii) the
available subordinated amount percentages for all Group II 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 II
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.


                                      -5-
<PAGE>   7

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

         "Collateral" means the Group II Collateral, the Series 2000-1
Collateral.

         "Collections" means Group II Collections and all other Series 2000-1
Collections.

         "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.

         "Daily Interest Amount" means, for any day in a Series 2000-1 Interest
Period, an amount equal to (a) the product of (i) the Series 2000-1 Note Rate
for such Series 2000-1 Interest Period and (ii) the aggregate unpaid principal
amount of the Series 2000-1 Note as of the close of business on such date,
divided by (b) 360.

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

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

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

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

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

         "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.


                                      -6-
<PAGE>   8

         "Distribution Date" means, with respect to the Series 2000-1 Note, the
25th day of each calendar month or, if such day is not a Business Day, the next
succeeding Business Day, commencing March 27, 2000.

         "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, a Lessee or a creditor of TFFC or such
Lessee, (b) in respect of a Group II 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 either (i) the Lien of the
Trustee was noted on the Certificate of Title at the time of purchase or
refinancing or (ii) such Group II Vehicle was (x) owned by and titled in the
name of a Lessee prior to the date such Person became a Lessee pursuant to
Section 23 of the Group II Master Lease and (y) refinanced by TFFC under the
Group II Master Lease pursuant to the initial Vehicle Order of such Lessee
thereunder, and (c) the right to payments in respect of which has been assigned
by the payee thereof to the Trustee for the benefit of the Secured Parties;
provided that no amount receivable from an Eligible Repurchase Manufacturer or
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 II Vehicle, in the
case of amounts receivable from an Eligible Repurchase Manufacturer or (ii) the
Disposition Date in respect of such Group II 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 that (a) has an
Eligible Repurchase Program, (b) has been approved by each Enhancement
Provider, if any, for the Group II Series of Notes and (c) with respect to
which Rating Agency Confirmation (for all Group II Series of Notes) 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 II
Vehicle, minus all Depreciation Charges accrued with respect to such Group II
Vehicle prior to the date that the Group II 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 II Vehicle after the purchase
of that Group II Vehicle, and (c) with respect to any Group II Repurchase
Vehicle of such Manufacturer that is leased or proposed to be leased under the
Group II Master Lease, the benefits of which Repurchase Program


                                      -7-
<PAGE>   9

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 II 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 2000 and thereafter, if any Group II 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
II 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 II 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 (other than a
Refinanced Vehicle), and (c) with respect to which either (i) the Trustee is
noted as the first lienholder on the Certificate of Title therefor or (ii) the
Certificate of Title has been submitted to the appropriate state authorities
for such notation; 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 II Vehicle to be a perfected first Lien, then in order for a Group II
Vehicle titled in such state to be an "Eligible Repurchase Vehicle," such
action as is required to cause the Trustee's Lien to be a perfected first Lien
shall have been taken by the Servicer.

         "Enhancement Percentage" means (for purposes of determining the Series
2000-1 Required Asset Amount) on any day, 15%.

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

         "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 II 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 II 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 II
Vehicles under the Repurchase Programs.

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

         "Financed Vehicle" means an Eligible Repurchase Vehicle that is (a)
acquired by a Lessee and financed by TFFC on or after the Lease Commencement
Date under the Finance Lease, (b) a Refinanced Vehicle, (c) a Texas Vehicle or
(d) a Hawaii Vehicle.


                                      -8-
<PAGE>   10

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

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

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

         "Group II Interest Collections" means on any date of determination (a)
the aggregate amount of Group II Collections in the Group II Collection Account
which represent (i) Monthly Variable Rent, Monthly Finance Rent or Monthly
Supplemental Rent accrued under the Group II Master Lease, or (ii) any amounts
earned on Permitted Investments in the Collection Account and the Group II
Collection Account which constitute Group I Collateral, and (b) amounts earned
on Permitted Investments in the Group II 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 II Invested Amount" means, as of any date of determination, an
amount equal to the aggregate of the Invested Amounts of all Group II Series of
Notes.

         "Group II Master Lease" means the Master Motor Vehicle Lease
Agreement, Group II, dated as of February 25, 2000, 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 II Principal Collections" means all Group II Collections other
than Group II Interest Collections.

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

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

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

         "Group II Vehicles" means Group II Repurchase Vehicles.


                                      -9-
<PAGE>   11

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

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

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

         "Initial Fleet" means the Group II Vehicles owned and titled in the
name of TFFC or a Lessee on, and leased under the Group II Master Lease as of,
the Series 2000-1 Issuance Date.

         "Initial Invested Amount" means the aggregate initial principal amount
of the Series 2000-1 Note, which is $25,000,000.

         "Interest Reset Date" means the first day of the applicable Series
2000-1 Interest Period.

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

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

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

         "Lender" means Credit Suisse First Boston, New York Branch, as lender
under the Bridge Loan Agreement, and its successors and assigns in such
capacity.

         "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 II Master Lease.

         "Losses" means, on any date of determination, the sum of all Series
2000-1 Repurchase Losses.

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

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

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


                                     -10-
<PAGE>   12

         "Maximum Lease Commitment" means, on any date of determination, the
sum of (i) the maximum face amount of the Series 2000-1 Note, plus (ii) the
Series 2000-1 Available Subordinated Amount on such date, plus the aggregate
Net Book Values of all Group II Vehicles leased under the Group II Master Lease
as of such date which were acquired, financed, or refinanced with funds other
than proceeds of the Series 2000-1 Note or the Series 2000-1 Available
Subordinated Amount, plus (iv) any amounts held in the Budget Distribution
Account that TFFC commits on or prior to such date to invest in new Group II
Vehicles (as evidenced by an Officers' Certificate of TFFC) in accordance with
the terms of the Group II Master Lease and the Indenture.

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

         "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 II Master Lease.

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

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

         "Net Book Value" means, with respect to any Group II Vehicle being
leased under the Group II Master Lease (a) as of any date of determination
during the period from the Vehicle Lease Commencement Date for such Group II
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 II Vehicle), the
Capitalized Cost of such Group II Vehicle, (b) as of the Initial Determination
Date for such Group II Vehicle, (i) the Capitalized Cost for such Group II
Vehicle minus (ii) the aggregate Depreciation Charges accrued with respect to
such Group II Vehicle through the last day of the Related Month in which the
Vehicle Lease Commencement Date for such Group II Vehicle occurred, or (c) as
of any Determination Date after the Initial Determination Date, (i) the Net
Book Value of such Group II Vehicle as calculated on the immediately preceding
Determination Date minus (ii) the aggregate Depreciation Charges accrued with
respect to such Group II 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 II Vehicle shall be the Net
Book Value calculated for such Group II Vehicle on the most recent
Determination Date.

         "Note Interest Shortfall" with respect to the Series 2000-1 Note, has
the meaning specified in Section 5.4.

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


                                     -11-
<PAGE>   13

         "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 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 Requisite Noteholders or, if any Group II 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 II Series of Notes
or the Commercial Paper Notes (if any).

         "Permitted Liens" is defined in Section 29.3 of the Group II 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 II Vehicles
leased by such Lessee divided by (ii) the aggregate Net Book Value of all Group
II Vehicles leased under the Group II Master Lease.

         "Rating Agencies" means, each nationally-recognized rating agency then
currently requested to rate the Series 2000-1 Note or, as the context requires,
any Group II Series of Notes or class thereof.


                                     -12-
<PAGE>   14

         "Rating Agency Confirmation" means on any date written confirmation by
each Rating Agency that the proposed action, amendment, waiver or modification
will not result in a downgrading or withdrawal of the then current rating of
the Series 2000-1 Note (or, if the context requires, any Group II Series of
Notes or any class thereof); provided, however, that if no Rating Agency is
then currently rating the Series 2000-1 Note (or, if the context requires, any
Group II Series of Notes) at the request of the Issuer or Budget, the written
approval of such proposed action, amendment, waiver or modification by the
Requisite Noteholders shall constitute Rating Agency Confirmation for all
purposes hereof.

         "Recoveries" means, for any Related Month, the sum of Series 2000-1
Repurchase Recoveries.

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

         "Related Documents" means the collective reference to the documents
referred to in clause (i) of the definition of Related Documents in Schedule 1
to the Base Indenture, the Group II Master Lease and the Bridge Loan 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 II 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 II
Repurchase Vehicle disposed of pursuant to the terms of the related Repurchase
Program, the thirtieth (30th) day after the Disposition Date for such Group II
Vehicle.

         "Required Asset Amount" means with respect to the Series 2000-1 Note,
at any date of determination, the sum of (i) the Invested Amounts for all Group
II Series of Notes that do not provide for Enhancement in the form of
overcollateralization plus (ii) with respect to all Group II Series of Notes
that provide for Enhancement in the form of overcollateralization, the sum of
(a) the Invested Amounts for 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.

         "Requisite Noteholders" means Series 2000-1 Noteholders holding more
than 50% of the Series 2000-1 Invested Amount.

         "Series 2000-1 Accrued Interest Account" has the meaning specified in
Section 5.1(b) of this Supplement.


                                     -13-
<PAGE>   15

         "Series 2000-1 Aggregate Asset Amount" means, with respect to the
Series 2000-1 Note, for any date of determination, an amount, rounded to the
nearest $100,000, equal to the sum of (a) the Series 2000-1 Invested Percentage
of the Aggregate Group II Repurchase Asset Amount, plus (b) cash and Permitted
Investments on deposit in the Series 2000-1 Collection Account and on deposit
in the Collection Account and Group II Collection Account allocable to the
Series 2000-1 Note.

         "Refinancing Schedule" has the meaning set forth in Section 2.1 of the
Group II Lease.

         "Series 2000-1 Asset Amount Deficiency" with respect to the Series
2000-1 Note will occur if, at any time, the Series 2000-1 Required Asset Amount
exceeds the Series 2000-1 Aggregate Asset Amount.

         "Series 2000-1 Available Subordinated Amount" means for any date of
determination, the excess of (a) the sum of (i) the Series 2000-1 Available
Subordinated Amount for the preceding Determination Date (or, in the case of
the initial Determination Date, as of the Series 2000-1 Issuance Date), (ii)
the Series 2000-1 Available Subordinated Amount Incremental Recoveries for the
Related Month and (iii) any other additional amounts contributed by TFFC or
Budget to the Series 2000-1 Collection Account or otherwise for allocation to
the Series 2000-1 Available Subordinated Amount since the preceding
Determination Date (or, in the case of the first Determination Date, since the
Series 2000-1 Issuance Date) pursuant to Section 5.2(d)(iv), over (b) the sum
of (i) the Series 2000-1 Available Subordinated Amount Incremental Losses for
the Related Month and (ii) any amounts withdrawn from the Series 2000-1
Collection Account and allocated to the Budget Distribution Account; provided,
however, that the Series 2000-1 Available Subordinated Amount for the period
from the Series 2000-1 Issuance Date to the first Determination Date shall be
$3,750,000.

         "Series 2000-1 Available Subordinated Amount Incremental Losses" means
for any Related Month, the sum of all Losses that became Losses during such
Related Month and which were allocated to the Series 2000-1 Available
Subordinated Amount pursuant to Section 5.2(c) hereof.

         "Series 2000-1 Available Subordinated Amount Incremental Recoveries"
means, for any Related Month, the sum of all Recoveries that became Recoveries
during such Related Month and which were allocated to the Series 2000-1
Available Subordinated Amount pursuant to Section 5.2(c) hereof.

         "Series 2000-1 Carrying Charges" means, as of any day, (i) the
aggregate of all Trustee fees, servicing fees (other than supplemental
servicing fees) and other fees and expenses and indemnity amounts, if any,
payable by TFFC or the Servicer under the Indenture, the Bridge Loan Agreement
or the other Related Documents which have accrued with respect to the Series
2000-1 Note during the Related Month or, in the case of such servicing fees and
in the case of any commitment fees or other fees and expenses that are
calculated in respect of the related Series 2000-1 Interest Period (however
denominated) and arise under the Bridge Loan Agreement, that have accrued
during the related Series


                                     -14-
<PAGE>   16

2000-1 Interest Period, plus (ii) without duplication, all amounts payable by
the Lessees pursuant to Section 14 of the Group II Master Lease which have
accrued during the Related Month.

         "Series 2000-1 Collateral" has the meaning specified in Section 3.1(b)
of this Supplement.

         "Series 2000-1 Collections" means the sum of (a) the Series 2000-1
Invested Percentage of all Group II Collections constituting Group II Principal
Collections and Recoveries and (b) all Series 2000-1 Interest Collections.

         "Series 2000-1 Collection Account" is defined in Section 5.1(a) of
this Supplement.

         "Series 2000-1 Credit Support Amount" means, for any date of
determination, the Series 2000-1 Available Subordinated Amount on such date.

         "Series 2000-1 Credit Support Deficiency" means, with respect to any
date of determination, either (a) the amount, if any, by which the Series
2000-1 Minimum Credit Support Amount exceeds the Series 2000-1 Credit Support
Amount or (b) as the context requires, that the Series 2000-1 Minimum Credit
Support Amount exceeds the Series 2000-1 Credit Support Amount.

         "Series 2000-1 Distribution Account" has the meaning specified in
Section 5.7(a) of this Supplement.

         "Series 2000-1 Interest Allocation" has the meaning specified in
Section 5.2(a)(i) of this Supplement.

         "Series 2000-1 Interest Collections" means on any date of
determination, the Series 2000-1 Invested Percentage (as of such date) of the
Group II Interest Collections.

         "Series 2000-1 Interest Period" means a period from and including a
Distribution Date to but excluding the next succeeding Distribution Date;
provided, however, that the initial Series 2000-1 Interest Period shall be from
the Series 2000-1 Issuance Date to but excluding the initial Distribution Date
with respect to the Series 2000-1 Notes.

         "Series 2000-1 Invested Amount" means, when used with respect to any
date, an amount equal to (a) the Initial Invested Amount minus (b) the amount
of principal payments made to Series 2000-1 Noteholders and Decreases on or
prior to such date minus (c) all Losses allocated to the Series 2000-1 Invested
Amount on or prior to such date plus (d) all Recoveries allocated to the Series
2000-1 Invested Amount on or prior to such date plus (e) all Increases on or
prior to such date.


                                     -15-
<PAGE>   17

         "Series 2000-1 Invested Percentage" means, on any date of
determination:

                  (i) when used with respect to Principal Collections during
         the Series 2000-1 Revolving Period and when used with respect to
         Losses, Recoveries, cash on deposit in the 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 2000-1 Invested Amount and (y) the Series 2000-1 Available
         Subordinated Amount, in each case as of the end of the second
         preceding Related Month or, until the end of the second Related Month,
         as of the Series 2000-1 Issuance Date, and the denominator of which
         shall be the greater of (A) the Aggregate Asset Amount as of the end
         of the second preceding Related Month or, until the end of the second
         Related Month, as of the Series 2000-1 Issuance Date, and (B) as of
         the same date as in clause (A), the sum of the numerators used to
         determine (i) invested percentages for allocations with respect to
         Principal Collections (for all Group II 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 II 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 2000-1 Rapid Amortization Period, the percentage equivalent
         of a fraction, the numerator of which shall be an amount equal to the
         sum of (x) the Series 2000-1 Invested Amount and (y) the Series 2000-1
         Available Subordinated Amount, in each case as of the end of the
         Series 2000-1 Revolving Period, and the denominator of which shall be
         the greater of (A) the Aggregate Asset Amount as of the end of the
         second preceding Related Month and (B) as of the same date as in
         clause (A), the sum of the numerators used to determine (i) invested
         percentages for allocations with respect to Principal Collections (for
         all Group II 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 II
         Series of Notes that provide for credit enhancement in the form of
         overcollateralization).

                  (iii) when used with respect to Group II Interest
         Collections, the percentage equivalent of a fraction the numerator of
         which shall be the Accrued Amounts with respect to the Series 2000-1
         Notes on such date of determination and the denominator of which shall
         be the aggregate Accrued Amounts with respect to the Group II Series
         of Notes on such date of determination.

         "Series 2000-1 Investor Monthly Servicing Fee" means, on any
Distribution Date, one-twelfth of 1.0% of the Series 2000-1 Invested Amount as
of the preceding Distribution Date (or, in the case of the initial Distribution
Date, the Series 2000-1 Issuance Date).

         "Series 2000-1 Issuance Date" means February 25, 2000.


                                     -16-
<PAGE>   18

         "Series 2000-1 Limited Liquidation Event of Default" means, so long as
such event or condition continues, (a) any event or condition of the type
specified in Section 6(a) of this Supplement that continues for thirty (30)
days (without double counting the one (1) Business Day cure period provided for
in said Section 6(a)); provided, however, that such event or condition shall
not constitute a Series 2000-1 Limited Liquidation Event of Default if (i)
within such thirty (30) day period, TFFC or Budget shall have contributed a
portion of the Budget Interest to the Series 2000-1 Available Subordinated
Amount sufficient to cure the Series 2000-1 Credit Support Deficiency and (ii)
the Requisite Noteholders shall have consented to such cure in writing or (b)
all principal and interest of the Series 2000-1 Note is not paid in full on or
before the Series 2000-1 Termination Date.

         "Series 2000-1 Maximum Invested Amount" shall have the meaning set
forth in Section 4.1 hereof.

         "Series 2000-1 Minimum Credit Support Amount" means, as of any date,
with respect to the Series 2000-1 Note on any day, 15% of the product of a
dollar amount equal to (1) the Aggregate Principal Balance of the Series 2000-1
Notes as of such date, minus (2) the aggregate amount of cash and Permitted
Investments in the Series 2000-1 Collection Account on such date.

         "Series 2000-1 Monthly Supplemental Servicing Fee" means, on any
Distribution Date, the product of (a) the Supplemental Servicing Fee accrued on
such date and (b) a fraction, the numerator of which shall be the Series 2000-1
Invested Amount on such Distribution Date and the denominator of which shall be
the sum (without duplication) of (i) the aggregate of the invested amounts for
all outstanding Series of Notes (including non-segregated Series) on such
Distribution Date plus (ii) the aggregate of all Budget Interest Amounts
(including available subordinated amounts, if any) for all outstanding Series
of Notes (including non-segregated Series).

         "Series 2000-1 Noteholder" means a Person in whose name the Series
2000-1 Note is registered in the Note Register.

         "Series 2000-1 Note Interest" means, with respect to any Distribution
Date, the sum of the Daily Interest Amounts for each day in the related Series
2000-1 Interest Period, plus all previously accrued and unpaid Series 2000-1
Note Interest (together with interest on such unpaid amounts, to the extent
permitted by law, at the Series 2000-1 Note Rate), plus all accrued Series
2000-1 Carrying Charges due to the Series 2000-1 Noteholders in respect of such
Series 2000-1 Interest Period (or any prior Series 2000-1 Interest Period) and
unpaid as of such Distribution Date.

         "Series 2000-1 Note Rate" has the meaning specified in the Bridge Loan
Agreement. The Lender will notify the Trustee and the Servicer in writing on
each Determination Date regarding the Series 2000-1 Note Rate for the related
Series 2000-1 Interest Period.


                                     -17-
<PAGE>   19

         "Series 2000-1 Note" means the Variable Funding Rental Car Asset
Backed Note executed by TFFC and authenticated and delivered by or on behalf of
the Trustee, substantially in the form of Exhibit A. A definitive Series 2000-1
Note shall have such insertions and deletions as are necessary or appropriate
to give effect to the provisions of Section 2.18 of the Base Indenture.

         "Series 2000-1 Principal Allocation" shall mean, on any date, the
amount allocated to Series 2000-1 Collections pursuant to clause (a) of the
definition thereof.

         "Series 2000-1 Rapid Amortization Period" means the period beginning
at the close of business on the Business Day immediately preceding the day on
which an Amortization Event is deemed to have occurred with respect to the
Series 2000-1 Note and ending upon the earlier to occur of (i) the date on
which the Series 2000-1 Note is fully paid and (ii) the termination of the
Indenture.

         "Series 2000-1 Repurchase Losses" means, with respect to any Related
Month, the sum of (without duplication) (a) the aggregate amount of payments in
respect of Monthly Base Rent and Monthly Supplement Payments that have become
due to the Lessor under the Group II Master Lease in respect of Group II
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
II 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 II 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 II 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 II Repurchase Vehicles that
are Lessor-Owned Vehicles, to the extent that any such amount remains unpaid
more than 10 days after the sale of the related Vehicle, but only if such
10-day period expires during such Related Month.

         "Series 2000-1 Repurchase Recoveries" means, with respect to any
Related Month, the sum of (without duplication) all amounts received during
such Related Month by TFFC or the Trustee (including deposits into the
Collection Account) from any source (other than Enhancement) in respect of
Series 2000-1 Repurchase Losses, as determined by the Servicer consistent with
its methods of tracking and allocating to vehicles and Series, Disposition
Proceeds, Guaranteed Payments, Repurchase Prices, insurance proceeds and other
proceeds of such Group II Vehicles.

         "Series 2000-1 Required Asset Amount" means, at any time, the quotient
of (a) the Aggregate Principal Balance of the Series 2000-1 Notes at such time
divided by (b) an amount equal to (i) one hundred percent minus (ii) the
Enhancement Percentage at such time.


                                     -18-
<PAGE>   20

         "Series 2000-1 Revolving Period" means the period from and including
the Series 2000-1 Issuance Date to the commencement of the Series 2000-1 Rapid
Amortization Period.

         "Series 2000-1 Termination Date" means the June 2001 Distribution Date.

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

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

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

         "Texas Vehicle" means a Group II Vehicle acquired 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 II TFFC Agreements.

         "TFFC Obligations" means all principal and interest, at any time and
from time to time, owing by TFFC on the Series 2000-1 Note and all costs, fees
and expenses payable by, or obligations of, TFFC under the Indenture and the
Related Documents.

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

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

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


                                     -19-
<PAGE>   21
                                                                   EXHIBIT 4.31

                                   ARTICLE 3

                          SECURITY; REPORTS; COVENANT

         Section 3.1 Grant of Security Interest.

         (a) To secure the Group II 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 II Noteholders and the holder of the
Budget Interest (the Group II 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 II Collateral"):

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

                  (ii) (A) all Group II Repurchase Vehicles owned by TFFC or
         the Lessees as of the Series 2000-1 Issuance Date and all Group II
         Repurchase Vehicles acquired by TFFC or the Lessees or refinanced by
         TFFC during the term of the Indenture, and all Certificates of Title
         with respect to such Group II 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 II 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 II Master Lease;


                                     -20-
<PAGE>   22


                  (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 II Repurchase Vehicles purchased from the
         Manufacturers under or in connection with the Repurchase Programs
         whether payable as Group II 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 II Collection
         Account, (B) all funds on deposit therein allocable to Group II
         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 II Collection Account or the funds on deposit therein
         allocable to Group II 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 II Vehicles in the Collection Account or the
         Group II 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 II Collateral shall not include (x) any Excluded
Payments or (y) the Budget Distribution Account, any funds on deposit therein
from time to time, any certificates or instruments, if any, representing or
evidencing any or all of the Budget Distribution Account or the funds on
deposit therein from time to time, or any Permitted Investments made at any
time and from time to time with the moneys in the Budget Distribution Account
(including the income thereon).

         (b) To further secure the TFFC Obligations with respect to the Series
2000-1 Note (but not any other Series of Notes), TFFC hereby pledges, assigns,
conveys, delivers, transfers and sets over to the Trustee for the benefit of
the Series 2000-1 Noteholders (but not any other Series of Notes), and hereby
grants to the Trustee for the benefit of the Series 2000-1 Noteholders, a
security interest in all of TFFC's right, title and interest in and to all of
the following assets, property and interests in property, whether now owned or
hereafter acquired or created (all of the foregoing being referred to as the
"Series 2000-1 Collateral"):

                  (i) the Series 2000-1 Collection Account and the Series
         2000-1 Distribution Account;

                  (ii) all funds on deposit in the Series 2000-1 Collection
         Account and the Series 2000-1 Distribution Account from time to time;


                                     -21-
<PAGE>   23


                  (iii) all certificates and instruments, if any, representing
         or evidencing any or all of the Series 2000-1 Collection Account and
         the Series 2000-1 Distribution Account or the funds on deposit therein
         from time to time;

                  (iv)  all Permitted Investments made at any time and from time
         to time with moneys in the Series 2000-1 Collection Account or the
         Series 2000-1 Distribution Account; and

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

         (c) The Trustee, on behalf of the Group II Noteholders or the Series
2000-1 Noteholders, as applicable, acknowledges the foregoing grant, accepts
the trusts under this Supplement in accordance with the provisions of the
Indenture and this Supplement and agrees to perform its duties required in this
Supplement to the best of its abilities to the end that the interests of the
Series 2000-1 Noteholders or, as applicable, the Group II Noteholders may be
adequately and effectively protected. The Group II Collateral shall secure the
Notes included in the Group II Series of Notes. The Series 2000-1 Collateral
shall secure the Series 2000-1 Note.

         Section 3.2 Reports. Not later than the second business Day
immediately preceding each Distribution Date, the Servicer shall furnish to the
Trustee and each Series 2000-1 Noteholder a Monthly Servicer's Certificate and
a Fleet Report with respect to the Group II Collateral.


                                   ARTICLE 4


                INITIAL ISSUANCE AND INCREASES AND DECREASES OF
              SERIES 2000-1 INVESTED AMOUNT OF SERIES 2000-1 NOTE

         Section 4.1. Issuance in Definitive Form. Pursuant to Section 2.18 of
the Base Indenture, upon request by the Lender, TFFC hereby consents to the
issuance of the Series 2000-1 Note in the form of a Definitive Note. The Series
2000-1 Note shall be sold to the Lender 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 $270,000,000 (the "Series 2000-1
Maximum Invested Amount").

         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 2000-1 Issuance Date,
TFFC may issue the Series 2000-1 Note in the stated amount described in



                                     -22-
<PAGE>   24


Section 4.1, the initial aggregate principal amounts of which will be equal to
the Initial Invested Amount. Such Series 2000-1 Note shall be issued to the
Lender. On the Series 2000-1 Issuance Date and thereafter on each Increase Date
during the Revolving Period, TFFC may, upon request by Budget under the Group
II Master Lease and upon not less than one Business Day's prior written notice
by TFFC to the Lender (such notice specifying the applicable Increase Date),
increase the Series 2000-1 Invested Amount (each such increase referred to as
an "Increase") by issuing, at par, additional Series 2000-1 Invested Amount of
the Series 2000-1 Note in amounts that satisfy the following requirements: (i)
the portion of the Increase represented by additional Series 2000-1 Invested
Amount shall be such that the Series 2000-1 Credit Support Amount shall at
least equal the Series 2000-1 Minimum Credit Support Amount after giving effect
to such Increase in the Series 2000-1 Invested Amount and the application of
the proceeds thereof to leasing Group II Vehicles; and (ii) no Series 2000-1
Asset Amount Deficiency will result from such Increase. Satisfaction of the
above conditions shall be evidenced by the delivery of a certificate from the
Servicer to such effect. Proceeds from any Increase shall be deposited into the
Series 2000-1 Collection Account and allocated in accordance with Article 5
hereof. Upon each Increase, the Trustee shall, or shall cause the Note
Registrar to, indicate in the Note Register such Increase.

         (b) The Series 2000-1 Invested Amount may be increased pursuant to
subsection (a) above only upon satisfaction of each of the following conditions
(as evidenced by an Officers' Certificate delivered by TFFC to the Trustee)
with respect to each proposed Increase:

                  (i)   The amount of such Increase shall be equal to or greater
         than $100,000;

                  (ii)  After giving effect to such Increase, the Series 2000-1
         Invested Amount shall not exceed the Series 2000-1 Maximum Invested
         Amount;

                  (iii) There shall not then exist, nor shall such Increase
         result in the occurrence of, (x) an Amortization Event, a Liquidation
         Event of Default or a Series 2000-1 Limited Liquidation Event of
         Default, or (y) an event or occurrence, which, with the passing of
         time or the giving of notice thereof, or both, would become an
         Amortization Event, a Liquidation Event of Default or a Series 2000-1
         Limited Liquidation Event of Default;

                  (iv)  All conditions precedent (1) to the acquisition of
         additional Group II Vehicles under the Group II Master Lease and (2)
         to the making of Advances under the Bridge Loan 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 II Vehicle purchased by it with the
         proceeds of the Series 2000-1 Note, free and clear of all Liens and
         encumbrances, other than any Permitted Liens. Each Repurchase Program
         shall be in full force



                                     -23-
<PAGE>   25


         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 2000-1 Noteholders, a first
         priority security interest in all Group II Vehicles now or hereafter
         purchased, financed or refinanced by TFFC with the proceeds of the
         Series 2000-1 Note or with any contributions of capital made by Budget
         in favor of TFFC;

                  (vii)  TFFC shall have granted to the Trustee a first priority
         security interest in its right, title and interest in and to the Group
         II Master Lease, the Group II Collateral and the Series 2000-1
         Collateral;

                  (viii) The Trustee shall have received a copy of each
         Repurchase Program under which Group II 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 2000-1 Issuance
         Date, and duly executed by an Authorized Officer of TFFC, certifying
         that each such copy is true, correct and complete as of the Series
         2000-1 Issuance Date;

                  (ix)   All representations and warranties set forth in Article
         7 of the Base Indenture and in Section 27 of the Group II Master Lease
         shall be true and correct on and as of the date of such Increase as if
         made on and with respect to the date of such Increase; and

                  (x)    With respect to the initial Increase only, the Servicer
         shall have calculated the Series 2000-1 Available Subordinated Amount
         and the Trustee shall have confirmed receipt of such written
         calculation.

         Section 4.3 Decreases.

         (a) Mandatory Decreases. Whenever the Series 2000-1 Credit Support
Amount is less than the Series 2000-1 Minimum Credit Support Amount, then, on
the Distribution Date immediately following discovery of such deficiency, TFFC
shall decrease the Series 2000-1 Invested Amount of the Series 2000-1 Note by
the amount necessary, so that after giving effect to all Decreases of the
Series 2000-1 Invested Amount on such Distribution Date, no such deficiency
shall exist (each reduction of the Series 2000-1 Invested Amount pursuant to
this Section 4.3(a), a "Mandatory Decrease"). Upon such discovery, TFFC shall
deliver notice of any such Mandatory Decreases to the Trustee.

         (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, on any Distribution Date during the Series 2000-1 Revolving
Period, all or a portion of the Series 2000-1 Invested Amount in accordance
with the procedures set forth herein (including, without limitation, in Section
5.5(c) hereof) and, as


                                     -24-
<PAGE>   26


applicable, in the Bridge Loan Agreement (each reduction of the Series 2000-1
Invested Amount pursuant to this Section 4.3(b), a "Voluntary Decrease");
provided, that all voluntary Decreases pursuant to this Section 4.3(b) shall be
allocated such that (1) the Series 2000-1 Credit Support Amount after giving
effect to such Decrease is not less than the Series 2000-1 Minimum Credit
Support Amount. Each such Decrease shall be in a minimum principal amount of
$100,000.

         (c) Upon receipt by a Responsible Officer of the Trustee of written
notice that a Decrease has been completed, the Trustee shall, or shall cause
the Note Registrar to, indicate in the Note Register such Decrease. The amount
of any Decrease shall not exceed the amount on deposit in the Series 2000-1
Collection Account and available for distribution to Series 2000-1 Noteholders
in respect of principal on the Series 2000-1 Note on the date specified in the
related notice of Decrease referred to in clauses (a) and (b) above, as
applicable.


                                   ARTICLE 5


                           SERIES 2000-1 ALLOCATIONS

Any provisions of Article 5 of the Base Indenture which allocate and apply
Collections shall continue to apply irrespective of the issuance of the Series
2000-1 Note. Sections 5.1 through 5.5 of the Base Indenture shall be read in
their entirety as provided in the Base Indenture, provided that for purposes of
the Series 2000-1 Note, clause (d) of Section 5.2 of the Base Indenture shall
be modified, as it applies to the Series 2000-1 Note, as permitted by Section
12.1(f) of the Base Indenture and shall read as follows:

         (d) Sharing Collections. To the extent that Principal Collections that
are allocated to the Series 2000-1 Note on a Distribution Date are not needed
to make payments of principal to Series 2000-1 Noteholders or required to be
deposited in the Series 2000-1 Distribution Account on such Distribution Date,
such Principal Collections may, at the written direction of the Servicer, be
applied to cover principal payments due to or for the benefit of Noteholders of
other Group II Series of Notes. Any such reallocation will not result in a
reduction of the Aggregate Principal Balance or in the Invested Amount of the
Series 2000-1 Note.

         In addition, for purposes of Section 5.2(a) of the Base Indenture, the
Servicer, in its capacity as such under the Group II Master Lease, shall (to
the extent practicable) cause all Collections allocable to Group II Collateral
in accordance with the Indenture to be paid directly into the Collection
Account and all Collections allocable to the Series 2000-1 Collateral to be
paid directly into the Series 2000-1 Collection Account.


                                     -25-
<PAGE>   27


         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 2000-1 Note:

         Section 5.1 Establishment of the Group II Collection Account, Series
2000-1 Collection Account and Series 2000-1 Accrued Interest Account.

         (a) The Trustee acknowledges that it has established and maintains a
segregated trust account for the benefit of holders of Notes from the Group II
Series of Notes (the "Group II Collection Account"). The Trustee will also
establish and maintain a segregated trust account for the benefit of the Series
2000-1 Noteholders (the "Series 2000-1 Collection Account"). Amounts on deposit
in the Group II Collection Account and the Series 2000-1 Collection Account
shall be invested in accordance with Sections 5.1(d) and (f) of the Base
Indenture.

         (b) The Trustee will establish and maintain an administrative
sub-account within the Series 2000-1 Collection Account (such sub-account, the
"Series 2000-1 Accrued Interest Account").

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

         (d) All Group II Collections that are deposited on any Business Day in
the Group II Collection Account and that are Series 2000-1 Collections shall on
each such Business Day be allocated to and deposited in the Series 2000-1
Collection Account. All amounts received in respect of the Series 2000-1
Collateral shall be allocated to and deposited in the Series 2000-1 Collection
Account.

         (e) Any amounts in the Group II Collection Account not allocated to
the Series 2000-1 Collection Account or another series-specific collection
account under the supplements for the other Group II 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 II 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 2000-1 Note. The
proceeds from the sale of the Series 2000-1 Note , together with any funds
deposited with TFFC by Budget, in its capacity as the Budget Interestholder,
will initially be delivered by or on behalf of TFFC to the Trustee in the
Series 2000-1 Collection Account. On each Business Day on which Collections or
the proceeds of any Increase are deposited into the Group II Collection Account
and allocated to the Series 2000-1 Collection Account or deposited in the
Series 2000-1 Collection Account (each such date, a "Deposit


                                     -26-
<PAGE>   28


Date"), the Servicer will direct the Trustee in writing to allocate all amounts
allocated to or deposited in the Series 2000-1 Collection Account in accordance
with the provisions of this Section 5.2.

         (a) Allocations During the Revolving Period. During the Series 2000-1
Revolving Period, the Servicer will direct the Trustee in writing to allocate,
prior to 1:00 p.m. (New York City time) on each Deposit Date, all amounts
deposited into the Series 2000-1 Collection Account as set forth below:

                  (i)   allocate to the Series 2000-1 Accrued Interest Account,
         from the Series 2000-1 Interest Collections received on such date, an
         amount, as stated in such Servicer direction, equal to the Series
         2000-1 Note Interest and all other Series 2000-1 Carrying Charges
         accrued and unpaid as of such date less any funds on deposit on such
         date in the Series 2000-1 Accrued Interest Account (the "Series 2000-1
         Interest Allocation"); provided, however, that if on any Deposit Date
         the Series 2000-1 Interest Collections allocated to the Series 2000-1
         Collection Account on such date exceed the Series 2000-1 Interest
         Allocation as of such date, then the amount of such excess shall be
         retained on deposit in the Series 2000-1 Collection Account and shall
         be available on such Deposit Date for application in accordance with
         clauses (ii) through (v) below;

                  (ii)  to the extent a Mandatory Decrease is required under
         Section 4.3(a), allocate to the Series 2000-1 Distribution Account for
         the payment of the Series 2000-1 Invested Amount, the amount, as
         stated in such Servicer direction, necessary for such Mandatory
         Decrease;

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

                  (iv)  allocate to the Series 2000-1 Distribution Account the
         amount, as stated in such Servicer direction, of any Voluntary
         Decreases in the Series 2000-1 Invested Amount to be made in
         accordance with Section 4.3(b) hereof;

                  (v)   the amounts remaining in the Series 2000-1 Collection
         Account on such Deposit Date after application pursuant to clauses
         (i), (ii), (iii) and (iv) above shall be retained on deposit and shall
         be available on such Deposit Date and/or on future Deposit Dates for
         application in accordance with this Section 5.2 or otherwise in
         accordance with this Article 5.

         (b) Allocations During the Series 2000-1 Rapid Amortization Period.
During the Series 2000-1 Rapid Amortization Period, the Servicer will direct
the Trustee in writing to allocate all Series 2000-1 Collections prior to 1:00
p.m. (New York City time) on any Deposit Date, as set forth below:


                                     -27-
<PAGE>   29


                  (i)  allocate to the Series 2000-1 Accrued Interest Account
         or retain on deposit in the Series 2000-1 Collection Account for
         application in accordance with clause (ii) below, as and to the extent
         provided in Section 5.2(a)(i) above;

                  (ii) allocate to the Series 2000-1 Collection Account an
         amount equal to the Series 2000-1 Principal Allocation for such day,
         which amount shall be used to make principal payments in respect of
         the Series 2000-1 Note; and

         (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 2000-1 Note an amount, as stated in such Servicer direction,
         equal to the Series 2000-1 Invested Percentage (as of such date) of
         the aggregate amount of Losses for the Related Month in the following
         manner:

                           (i)  First, reduce the Series 2000-1 Available
                  Subordinated Amount by the amount of such Losses until the
                  Series 2000-1 Available Subordinated Amount has been reduced
                  to zero; and

                           (ii) Second, any such Losses remaining after making
                  the allocations, withdrawals and claims under clause (i)
                  above will be allocated, as stated in such Servicer
                  direction, to reduce the Series 2000-1 Invested Amount.

                  (y) Monthly, for each Distribution Date, allocate to the
         Series 2000-1 Note an amount, as stated in such Servicer direction,
         equal to the Series 2000-1 Invested Percentage (as of such date) of
         the aggregate amount of Recoveries for the Related Month in the
         following manner:

                           (i)   First, allocate all such Recoveries to
                  reinstate the Series 2000-1 Invested Amount, to the extent
                  the Series 2000-1 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 2000-1 Available Subordinated Amount to
                  the Series 2000-1 Required Subordinated Amount; and

                           (iii) Third, the remainder of such Recoveries after
                  making the allocations in (i) and (ii) above shall constitute
                  profits of TFFC.

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


                                     -28-
<PAGE>   30


                  (i)    provided the Series 2000-1 Rapid Amortization Period
         has not commenced, amounts retained in the Series 2000-1 Collection
         Account that are not required to make payments under the Series 2000-1
         Note pursuant hereto may, as and to the extent permitted in the
         related Supplements, be used to pay the principal amount of other
         Group II 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 II Vehicles, to the extent
         Eligible Vehicles have been requested by any of the Lessees under the
         Group II Master Lease or (B) transferred, on any Distribution Date, to
         the Budget Distribution Account, to the extent that the Budget
         Interest Amount equals or exceeds zero after giving effect to such
         payment and so long as no Series 2000-1 Credit Support Deficiency or
         Series 2000-1 Asset Amount Deficiency exists or would result
         therefrom; provided, however, that funds remaining after the
         application of such funds to the payment of the principal amount of
         other Group II Series of Notes that are in amortization and to the
         financing, refinancing or acquisition of Group II 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 Team
         Distribution Account shall, at the option of TFFC, be available to
         finance, refinance or acquire Group II Vehicles, to the extent
         Eligible Vehicles have been requested by any of the Lessees under the
         Group II Master Lease, or for distribution to the Budget
         Interestholder (including any advances made under the Subordinated
         Note);

                  (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 II Collection Account and the Series 2000-1
         Collection Account, as applicable, on the date such amounts are
         withheld for purposes of determining the amounts to be allocated
         pursuant to this Section 5.2;

                   (iv)  TFFC may, from time to time in its sole discretion,
         increase the Series 2000-1 Available Subordinated Amount by (A) (x)
         transferring funds to the Series 2000-1 Collection Account or (y)
         allocating to the Series 2000-1 Available Subordinated Amount Eligible
         Vehicles theretofore allocated to the Budget Interest, 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 2000-1 Available Subordinated


                                     -29-
<PAGE>   31


         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 2000-1 Available Subordinated Amount;

                  (v) in the event that the Series 2000-1 Credit Support Amount
         is reduced to less than the Series 2000-1 Minimum Credit Support
         Amount, an Amortization Event and a Series 2000-1 Limited Liquidation
         Event of Default shall be deemed to have occurred with respect to the
         Series 2000-1 Note only if, after any applicable grace period, either
         the Trustee, by written notice to the Issuer, or the Required
         Noteholders, by written notice to the Issuer and the Trustee, declare
         that an Amortization Event has occurred; provided, however, (i) the
         Issuer may prevent an Amortization Event from occurring if, within one
         (1) Business Day after the occurrence of such Series 2000-1 Credit
         Support Deficiency, the Series 2000-1 Available Subordinated Amount is
         increased by an amount sufficient, in the aggregate, to eliminate such
         Series 2000-1 Credit Support Deficiency; provided, however, the amount
         of such contribution (together with the sum of the amounts of all
         prior contributions) shall not exceed the Series 2000-1 Available
         Subordinated Amount Maximum Increase, and (ii) the Issuer may prevent
         a Series 2000-1 Limited Liquidation Event of Default from occurring if
         within the thirty (30) day period after the occurrence of such Series
         2000-1 Credit Support Deficiency, (x) the Series 2000-1 Available
         Subordinated Amount is increased by an amount sufficient to eliminate
         such Series 2000-1 Credit Support Deficiency and (y) the Rating Agency
         Confirmation condition is satisfied;

                  (vi) if, on any Distribution Date during the Series 2000-1
         Revolving Period, a Mandatory Decrease shall be required under Section
         4.3(a) of this Supplement and the amounts allocated to the Series
         2000-1 Invested Amount 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 II 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 II Series of Notes (such
         amounts as are set forth in clauses (i) and (ii) of this subparagraph
         (G) being referred to herein as "Excess Amounts") shall, in each such
         case, be deposited into the Series 2000-1 Distribution Account as
         Principal Collections in an aggregate amount up to the amount of any
         such deficiency and shall be used, in accordance with Section 5.5, to
         reduce the Series 2000-1 Invested Amount; and


                                     -30-
<PAGE>   32


                  (vii) if, on any Distribution Date during the Series 2000-1
         Rapid Amortization Period, the Monthly Principal Allocation under
         Section 5.2(b)(ii) is insufficient to reduce the Series 2000-1
         Invested Amount to zero, then, in such event, any funds constituting
         Excess Amounts shall, in each such case, be deposited into the Series
         2000-1 Distribution Account as Principal Collections in an aggregate
         amount up to the amount of any such deficiency and shall be used, in
         accordance with Section 5.5, to reduce the Series 2000-1 Invested
         Amount.

         Section 5.3 Payments from the Series 2000-1 Accrued Interest Account.
On each Determination Date or Additional Distribution Date, as provided below,
the Servicer shall instruct the Trustee or the Paying Agent in writing to
withdraw, and on such Distribution Date or Additional Distribution Date, as
applicable, the Trustee or the Paying Agent, acting in accordance with such
written instructions, shall withdraw the amounts required to be withdrawn from
the Series 2000-1 Accrued Interest Account pursuant to Sections 5.3(a), (b) and
(c) below (after giving effect to the allocations on such date pursuant to
Section 5.2) in respect of all funds available from Collections processed since
the preceding Distribution Date and allocated to the holders of the Series
2000-1 Note.

         (a) Successor Servicer Fees. On each Determination Date on which
Budget is not the Servicer, and before any deposits required to be made on the
related Distribution Date to the Series 2000-1 Distribution Account have been
made, the Servicer shall instruct the Trustee and the Paying Agent in writing
as to the amount to be withdrawn from the Series 2000-1 Accrued Interest
Account to the extent funds are available and processed since the preceding
Distribution Date in respect of an amount equal to (i) the Series 2000-1
Investor Monthly Servicing Fee (and any Series 2000-1 Monthly Supplemental
Servicing Fee) accrued since the preceding Distribution Date, plus (ii) all
accrued and unpaid Series 2000-1 Investor Monthly Servicing Fees (and any
Series 2000-1 Monthly Supplemental Servicing Fees) in respect of previous
periods, minus (iii) the amount of any Series 2000-1 Investor Monthly Servicing
Fees (and Series 2000-1 Monthly Supplemental Servicing Fees) withheld by the
Servicer since the preceding Distribution Date pursuant to Section 5.2(c) of
the Base Indenture. On such Distribution Date, the Trustee shall withdraw such
amount from the Series 2000-1 Accrued Interest Account and remit such amount to
the Servicer.

         (b) Note Interest with respect to the Series 2000-1 Note. (i) On each
Determination Date, the Servicer shall instruct the Trustee and the Paying
Agent in writing as to the amount to be withdrawn from the Series 2000-1
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 2000-1 Note Interest and Series 2000-1
Carrying Charges. On the Distribution Date related to such Determination Date,
the Trustee shall withdraw from the Series 2000-1 Accrued Interest Account the
amount on deposit therein available for the payment of Series 2000-1 Note
Interest and Series 2000-1 Carrying Charges and deposit such amount in the
Series 2000-1 Distribution Account.


                                     -31-
<PAGE>   33


                  (ii) On any Business Day during a Series 2000-1 Interest
         Period (each such day, an "Additional Distribution Date"), the
         Servicer may instruct the Trustee in writing to withdraw from the
         Series 2000-1 Accrued Interest Account, and on such Additional
         Distribution Date the Trustee, acting in accordance with such
         instructions, shall withdraw from the Series 2000-1 Accrued Interest
         Account, as directed in writing by the Servicer, all or a portion of
         the Series 2000-1 Note Interest that will be due on the first
         Distribution Date following such Additional Distribution Date to the
         extent that such amount does not exceed the aggregate amount of
         Interest Collections processed since the preceding Distribution Date
         and allocated to the Series 2000-1 Noteholders (less any portion
         thereof previously paid to the Series 2000-1 Noteholders during such
         period pursuant to this Section 5.2(e)) and shall pay such amounts to
         the Series 2000-1 Noteholders in accordance with Section 6.1 of the
         Base Indenture.

         (c) Servicing Fee. On each Determination Date on which Budget is the
Servicer, the Servicer shall, after giving effect to all distributions required
to be made on the related Distribution Date pursuant to Sections 5.3(a) and (b)
of this Supplement, instruct the Trustee and the Paying Agent in writing as to
the amount to be withdrawn on such Distribution Date from the Series 2000-1
Collection Account to the extent funds are available and processed since the
preceding Distribution Date in respect of an amount equal to (i) the Series
2000-1 Investor Monthly Servicing Fee (and any Series 2000-1 Monthly
Supplemental Servicing Fee) accrued since the preceding Distribution Date, plus
(ii) all accrued and unpaid Series 2000-1 Investor Monthly Servicing Fees (and
any Series 2000-1 Monthly Supplemental Servicing Fees) in respect of previous
periods, minus (iii) the amount of any Series 2000-1 Investor Monthly Servicing
Fees (and Series 2000-1 Monthly Supplemental Servicing Fees) withheld by the
Servicer since the preceding Distribution Date pursuant to Section 5.2(c) of
the Base Indenture. On such Distribution Date, the Trustee shall withdraw such
amount from the Series 2000-1 Collection Account and remit such amount to the
Servicer.

         Section 5.4 Payment of Note Interest and Carrying Charges. On each
Distribution Date and Additional Distribution Date, the Paying Agent shall, in
accordance with Section 6.1 of the Base Indenture and the written instruction
of the Servicer received pursuant to Section 5.3(b) hereof, pay to the Series
2000-1 Noteholders from the Series 2000-1 Distribution Account the amount
deposited in the Series 2000-1 Distribution Account for the payment of Series
2000-1 Note Interest pursuant to Section 5.3(b) of this Supplement and, to the
extent that such amount is insufficient to pay all Series 2000-1 Note Interest
and Series 2000-1 Carrying Charges payable on such Distribution Date (the
amount of such insufficiency, a "Note Interest Shortfall"), the Servicer shall
instruct the Trustee in writing to withdraw from the Series 2000-1 Collection
Account the lesser of (i) the amount on deposit in the Series 2000-1 Collection
Account and (ii) the amount of such Note Interest Shortfall. Subject to
Sections 2.15(c) and 6.1(b) of the Base Indenture, all payments of interest and
Series 2000-1 Carrying Charges, and all payments of principal pursuant to
Section 5.5 hereof, made to the Series 2000-1 Noteholder shall be made by wire
transfer to such account as the Series 2000-1 Noteholder of record on the
preceding Record Date shall specify from time to time by notice to the Issuer
and the Paying Agent.


                                     -32-
<PAGE>   34


         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 2000-1 Rapid Amortization Period, the Servicer shall instruct the
Trustee and the Paying Agent in writing as to the amount of Collections
allocated to the Series 2000-1 Note during the Related Month pursuant to
Section 5.2(b)(ii) of this Supplement (such amount, the "Monthly Principal
Allocation"). Commencing on the first Distribution Date after the commencement
of the Series 2000-1 Rapid Amortization Period, to the extent that the Monthly
Principal Allocation is insufficient to pay all principal due in respect of the
Series 2000-1 Note on such Distribution Date (the amount of such insufficiency,
a "Principal Shortfall"), the Servicer shall instruct the Trustee in writing
(a) to withdraw from the Series 2000-1 Collection Account the lesser of (i) the
amount on deposit in the Series 2000-1 Collection Account and (ii) the amount
of such Principal Shortfall and (b) to the extent of any remaining Principal
Shortfall, to apply to the payment thereof Principal Collections with respect
to any other Group II Series of Notes which pursuant to Section 5.2(d) of the
Base Indenture (as modified herein) are available on such Distribution Date to
pay principal of the Series 2000-1 Note (up to the amount of such Principal
Shortfall remaining). The entire principal amount of the Series 2000-1 Note
shall be due and payable on the Series 2000-1 Termination Date.

         (b) On each Distribution Date occurring on or after the date a
withdrawal or application is made pursuant to Section 5.5(a) of this
Supplement, the Paying Agent shall, in accordance with Section 6.1 of the Base
Indenture and the written instruction of the Servicer received pursuant to
Section 5.5(a) hereof, pay to the Series 2000-1 Noteholders the amount
deposited in the Series 2000-1 Distribution Account for the payment of
principal pursuant to Section 5.5(a) of this Supplement.

         (c) On (x) the Distribution Date on which, or immediately following
the date on which, an allocation is made pursuant to Section 5.2(a)(ii), or (y)
the Business Day specified in the notice of Decrease delivered pursuant to
Section 4.3(b), occurring on or after the date an allocation is made pursuant
to Section 5.2(a)(iv), the Paying Agent shall pay to the Series 2000-1
Noteholders pursuant to the written instruction of the Servicer the amount
deposited in the Series 2000-1 Distribution Account for the payment of
principal pursuant to such Section 5.2(a)(ii) or 5.2(a)(iv), as applicable.

         (d) On each Distribution Date, the Servicer shall, as applicable,
instruct the Trustee in writing to instruct the Paying Agent to transfer to the
Budget Distribution Account (i) all funds which are in the Group II 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 II Collection Account, as applicable, and deposit them into the Budget
Distribution Account.


                                     -33-
<PAGE>   35


         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 II Collection Account, the Series 2000-1 Collection Account or the
Series 2000-1 Accrued Interest Account required to be made or given by the
Servicer or Budget, respectively, at the time specified in the Indenture
(including applicable grace periods), the Servicer shall, upon request of the
Trustee, promptly provide the Trustee with all information necessary to allow
the Trustee, in the event it elects to do so, to make such a payment. Such
funds shall be applied by the Trustee in the manner in which such payment or
deposit should have been made by the Servicer.

         Section 5.7 Series 2000-1 Distribution Account.

         (a) Establishment of the Series 2000-1 Distribution Account. The
Trustee shall establish and maintain in the name of the Trustee for the benefit
of the Series 2000-1 Noteholders, or cause to be established and maintained, an
account (the "Series 2000-1 Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2000-1 Noteholders. The Series 2000-1 Distribution Account shall be
maintained (i) with a Qualified Institution, or (ii) as a segregated trust
account with the corporate trust department of a depository institution or
trust company having corporate trust powers and acting as trustee for funds
deposited in the Series 2000-1 Distribution Account. If the Series 2000-1
Distribution Account is not maintained in accordance with the previous
sentence, the Servicer shall establish a new Series 2000-1 Distribution
Account, within ten (10) Business Days after obtaining knowledge of such fact,
which complies with such sentence, and transfer all cash and investments from
the non-qualifying Series 2000-1 Distribution Account into the new Series
2000-1 Distribution Account. Initially, the Series 2000-1 Distribution Account
will be established with the Trustee. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Series
2000-1 Distribution Account and in all proceeds thereof. The Series 2000-1
Distribution Account Collateral shall be under the sole dominion and control of
the Trustee for the benefit of the Series 2000-1 Noteholders.

         (b) Administration of the Series 2000-1 Distribution Account. The
Servicer shall instruct the institution maintaining the Series 2000-1
Distribution Account in writing to invest funds on deposit in the Series 2000-1
Distribution Account at all times in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior to
the Distribution Date following the date on which such funds were received,
unless any Permitted Investment held in the Series 2000-1 Distribution Account
is held with the Paying Agent, then such investment may mature on such
Distribution Date and such funds shall be available for withdrawal on or prior
to such Distribution Date. The Trustee shall hold, for the benefit of the
Series 2000-1 Noteholders and the Servicer, possession of the negotiable
instruments or securities evidencing the Permitted Investments described in
clause (i) of the definition thereof from the time of purchase thereof until
the time of maturity.


                                     -34-
<PAGE>   36


         (c) Earnings from Series 2000-1 Distribution Account. Subject to the
restrictions set forth above, the Servicer shall have the authority to instruct
the Trustee in writing with respect to the investment of funds on deposit in
the Series 2000-1 Distribution Account. All interest and earnings (net of
losses and investment expenses) on funds on deposit in the Series 2000-1
Distribution Account shall be deemed to be on deposit and available for
distribution.


                                   ARTICLE 6


                              AMORTIZATION EVENTS

         In addition to the Amortization Events set forth in Section 9.1 of the
Base Indenture, subject to Section 5.2(a)(v) hereof, the following shall be
Amortization Events with respect to the Series 2000-1 Note (without notice or
other action on the part of the Trustee or any holders of the Series 2000-1
Note) and shall not be subject to waiver:

         (a) A Series 2000-1 Credit Support Deficiency shall occur and exist for
more than one (1) Business Day unless during such one (1) Business Day period
the Issuer or the Servicer shall have cured the Series 2000-1 Credit Support
Deficiency in accordance with the terms and conditions of this Supplement;

         (b) if all principal and interest of the Series 2000-1 Note is not
paid in full on or before June 30, 2000;

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

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

         (e) an "Event of Default" shall have occurred and be continuing under
and as defined in the Bridge Loan Agreement.


                                   ARTICLE 7


                                    GENERAL

         (a) Repurchase. The Series 2000-1 Note shall be subject to repurchase
by TFFC at its option in accordance with Section 6.3 of the Base Indenture on
any Distribution Date. The repurchase price for the Series 2000-1 Note shall
equal the Aggregate Principal Balance of the Series 2000-1 Note


                                     -35-
<PAGE>   37


(determined after giving effect to any payments of principal and interest and
any Increases or Decreases as of such Distribution Date), plus accrued and
unpaid interest on such Aggregate Principal Balance.

         (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 2000-1 Note

         Exhibit B:  List of Approved Manufacturers

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

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

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

         (g) Amendments. This Supplement may be modified or amended from time
to time in accordance with the terms of the Base Indenture; provided, however,
that if, pursuant to the terms of the Base Indenture or this Supplement, the
consent of the Required Noteholders is required for an amendment or
modification of this Supplement, such requirement shall be satisfied if such
amendment or modification is consented to by Noteholders representing more than
50% of the aggregate outstanding principal amount of the Series 2000-1 Note.

         (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 2000-1
Note without the consent of the Required Noteholders.

         (i) Base Indenture Defined Terms. Each of the capitalized terms listed
in the first column below is defined in Schedule 1 to the Base Indenture, as
such term applies to any Segregated Series (including


                                     -36-
<PAGE>   38


Series 2000-1), by reference to the related Supplement. Such terms are defined
in this Series 2000-1 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                                          2000-1 SUPPLEMENT TERMS
        --------------------                                          -----------------------

<S>                                                         <C>
Aggregate Segregated Repurchase Asset                       Aggregate Group II Repurchase Asset Amount
Amount

Monthly Servicing Fee                                       Series 2000-1 Monthly Servicing Fee

Repurchase Vehicle                                          Group II Repurchase Vehicle

Segregated Repurchase Vehicle                               Group II Repurchase Vehicle

Vehicle                                                     Group II Vehicle
</TABLE>


                                     -37-
<PAGE>   39


         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:  /s/ Mark Bobek
                                      -----------------------------------------
                                      Name: Mark Bobek
                                      Title: President



                                   BUDGET GROUP, INC., as Servicer

                                   By:  /s/ Sheri Young
                                      -----------------------------------------
                                      Name: Sheri Young
                                      Title: Vice President



                                   BUDGET GROUP, INC., as Budget Interestholder

                                   By:  /s/ Mark Bobek
                                      -----------------------------------------
                                      Name: Mark Bobek
                                      Title: Vice President, Treasurer



                                   BANKERS TRUST COMPANY, as Trustee

                                   By:  /s/ Franco Talavera
                                      -----------------------------------------
                                      Name: Franco B. Talavera
                                      Title: Assistant Vice President
<PAGE>   40
                                                                      EXHIBIT A
                                                                             TO
                                                       SERIES 2000-1 SUPPLEMENT


                         FORM OF VARIABLE FUNDING NOTE


REGISTERED                                                         $__________


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>   41

                        TEAM FLEET FINANCING CORPORATION

          VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTE, SERIES 2000-1

                TEAM FLEET FINANCING CORPORATION, a Delaware corporation
(herein referred to as the "Company"), for value received, hereby promises to
pay to Credit Suisse First Boston, New York Branch, a Swiss banking corporation
(the "Noteholder"), or its registered assigns, the principal sum of up to TWO
HUNDRED SEVENTY MILLION DOLLARS ($270,000,000) or, if less the aggregate unpaid
principal amount shown on the schedule attached hereto (and any continuation
thereof), 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 2000-1 Termination Date, which
is the June 2001 Distribution Date (unless extended in writing by the parties
to the Indenture and the Noteholder). The Company will pay interest on this
Note at the Series 2000-1 Note Rate. Such interest shall be payable on each
Distribution Date until the principal of this Note is paid or made available
for payment, to the extent funds will be available from Series 2000-1
Collections processed from and including the preceding Distribution Date to but
excluding each such Distribution Date in respect of (a) an amount equal to
interest accrued for the related Series 2000-1 Interest Period, which will be
equal to the sum of the products, for each day during the related Series 2000-1
Interest Period, of (i) the Series 2000-1 Note Rate for such Series 2000-1
Interest Period and (ii) the Series 2000-1 Invested Amount 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
2000-1 Interest Periods, with interest on the amount of such Note Interest
Shortfall at the Series 2000-1 Note Rate for the related Series 2000-1 Interest
Period. The principal amount of this Note shall be subject to Increases and
Decreases on any Distribution Date, and accordingly, such principal amount is
subject to prepayment at any time. Notwithstanding the foregoing, prior to the
Series 2000-1 Termination Date and unless an Amortization Event shall have
occurred, only interest payments on the outstanding principal amount of the
Note are required to be made to the holder hereof. Beginning on the first
Distribution Date following the occurrence of an Amortization Event, subject to
Decreases on any Business Day, the principal of this Note shall be paid in
installments on each subsequent Distribution Date to the extent of funds
available for payment therefor pursuant to the Indenture. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

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

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


                                      A-2
<PAGE>   42

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>   43

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

Date: February 25, 2000                    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>   44

                         REVERSE OF SERIES 2000-1 NOTE


                This Note is one of a duly authorized issue of Notes of the
Company, designated as its Variable Funding Rental Car Asset Backed Notes,
Series 2000-1 (herein called the "Series 2000-1 Notes"), all issued under (i)
an Amended and Restated Base Indenture, dated as of December 1, 1996 (such Base
Indenture, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof, is herein called the "Base
Indenture"), among the Company, Budget Group, Inc., a Delaware corporation
formerly known as Team Rental Group, Inc. ("Budget"), as servicer and as holder
of the Budget Interest, and Bankers Trust Company, a New York banking
corporation, as trustee (the "Trustee"), and (ii) a Series 2000-1 Supplement,
dated as of February 25, 2000 (the "Series 2000-1 Supplement"), among the
Company, Budget and the Trustee. The Base Indenture and the Series 2000-1
Supplement are referred to herein as the "Indenture". The Series 2000-1 Note is
subject to all terms of the Indenture. All terms used in this Series 2000-1
Note that are defined in the Indenture, as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, shall have the
meanings assigned to them in or pursuant to the Indenture, as so amended,
supplemented or otherwise modified.

                The Series 2000-1 Note, and all other Notes included in a Group
I Series of Notes, are and will be equally and ratably secured by the Group I
Collateral, and the Series 2000-1 Note is and will be equally and ratably
secured by the Series 2000-1 Collateral, in each case pledged as security
therefor as provided in the Indenture and the Series 2000-1 Supplement.

                "Distribution Date" means the 25th day of each month, or, if
any such date is not a Business Day, the next succeeding Business Day,
commencing March 27, 2000.

                As described above, the entire unpaid principal amount of this
Series 2000-1 Note shall be due and payable on the Series 2000-1 Termination
Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation
Event of Default or Series 2000-1 Limited Liquidation Event of Default shall
have occurred and be continuing then, in certain circumstances, principal on
the Series 2000-1 Note may be paid earlier, as described in the Indenture. All
principal payments on the Series 2000-1 Note shall be made pro rata to the
Series 2000-1 Noteholders entitled thereto.

                Payments of interest on this Series 2000-1 Note due and payable
on each Distribution Date, together with the installment of principal then due,
if any, and any payments of principal made on any Business Day in respect of
any Decreases, to the extent not in full payment of this Series 2000-1 Note,
shall be made by wire transfer to the Holder of record of this Series 2000-1
Note (or any predecessor Series 2000-1 Note) on the Note Register as of the
close of business on each Record Date. Any reduction in the principal amount of
this Series 2000-1 Note (or any predecessor Series 2000-1 Note) effected by any
payments made on any date shall be binding upon all future Holders of this
Series 2000-1 Note and of any Series 2000-1 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


                                      A-5
<PAGE>   45

(together with any accrued and unpaid interest) on this Series 2000-1 Note will
be paid to the Series 2000-1 Noteholder only upon presentation and surrender of
this Series 2000-1 Note at the Corporate Trust Office for cancellation by the
Trustee.

                The Company shall pay interest on overdue installments of
interest at the Series 2000-1 Note Rate to the extent lawful.

                As provided in the Indenture and subject to certain limitations
set forth therein, the transfer of this Series 2000-1 Note may be registered on
the Note Register upon surrender of this Series 2000-1 Note for registration of
transfer at the office or agency designated by the Company pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Series 2000-1 Notes of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Series 2000-1 Note, but the transferor may be required to
pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any such registration of transfer or exchange.

                Each Series 2000-1 Noteholder, by acceptance of the Series
2000-1 Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Trustee, the Company or
Budget on the Series 2000-1 Note or under the Indenture or any certificate or
other writing delivered in connection therewith, against (i) the Trustee, the
Company or Budget in its individual capacity, (ii) any owner of a beneficial
interest in the Company or (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Trustee, the Company or Budget in its
individual capacity, any holder of a beneficial interest in the Company, Budget
or the Trustee or of any successor or assign of the Trustee or Budget in its
individual capacity, except (a) as any such Person may have expressly agreed
and (b) any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Company for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Series 2000-1 Note, subject to Section 13.17 of the Base Indenture.

                Each Series 2000-1 Noteholder, by acceptance of the Series
2000-1 Note, covenants and agrees that by accepting the benefits of the
Indenture that such Series 2000-1 Noteholder will not for a period of one year
and one day following payment in full of the Series 2000-1 Note institute
against the Company, or join in any institution against the Company of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in
connection with any obligations relating to the Series 2000-1 Note, the
Indenture or the Related Documents.


                                      A-6
<PAGE>   46

                Prior to the due presentment for registration of transfer of
this Series 2000-1 Note, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name the Series 2000-1 Note (as of
the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
the Series 2000-1 Note be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.

                It is the intent of the Company and each Series 2000-1
Noteholder that, for Federal, state and local income and franchise tax purposes
only, the Series 2000-1 Note will evidence indebtedness of the Company secured
by the Collateral. Each Series 2000-1 Noteholder, by the acceptance of the
Series 2000-1 Note, agrees to treat the Series 2000-1 Note for Federal, state
and local income and franchise tax purposes as indebtedness of the Company.

                The Indenture permits in certain circumstances, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Series 2000-1 Note under the Indenture at any time by the Company with the
consent of the Holders of the Series 2000-1 Note representing more than 50% in
principal amount of the Outstanding Series 2000-1 Note which are affected by
such amendment or modification. The Indenture also contains provisions
permitting the Holders of Series 2000-1 Note representing specified percentages
of the Outstanding Series 2000-1 Note, on behalf of the Holders of the Series
2000-1 Note, to waive compliance by the Company with certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of the Series 2000-1 Note (or any predecessor Series 2000-1 Note) shall
be conclusive and binding upon such Holder and upon all future Holders of the
Series 2000-1 Note and of the Series 2000-1 Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon the Series 2000-1 Note. The
Indenture also permits the Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Series 2000-1 Note.

                The term "Company" as used in this Series 2000-1 Note includes
any successor to the Company under the Indenture.

                The Series 2000-1 Note is issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.

                The Series 2000-1 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

                No reference herein to the Indenture and no provision of the
Series 2000-1 Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to


                                      A-7
<PAGE>   47

pay the principal of and interest on the Series 2000-1 Note at the times,
place, and rate, and in the coin or currency herein prescribed, subject to any
duty of the Company to deduct or withhold any amounts as required by law,
including any applicable U.S. withholding taxes.


                                      A-8
<PAGE>   48

                            INCREASES AND DECREASES

<TABLE>
<CAPTION>
==================================================================================================================
    DATE         UNPAID       INCREASE       DECREASE       TOTAL      SERIES     INTEREST PERIOD  NOTATION MADE
               PRINCIPAL                                               2000-1     (IF APPLICABLE)        BY
                 AMOUNT                                               NOTE RATE
==================================================================================================================
<S>            <C>            <C>            <C>            <C>       <C>         <C>              <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      A-9
<PAGE>   49

                                   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 2000-1 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ___________, attorney, to transfer said Series 2000-1
Note on the books kept for registration thereof, with full power of
substitution in the premises.



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



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


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




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

[*] NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Series 2000-1 Note in
every particular, without alteration, enlargement or any change whatsoever.


                                     A-10
<PAGE>   50

                                                                      EXHIBIT B
                                                                             TO
                                                       SERIES 2000-1 SUPPLEMENT



                         List of Approved Manufacturers


         Ford Motor Company
         Saab Cars USA, Inc.
         Toyota Motor Sales USA, Inc.

<PAGE>   51

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 PAGE

<S>          <C>                                                                                                 <C>

                                            PRELIMINARY STATEMENT

                                                  ARTICLE 1
                                                 DESIGNATION

                                                  ARTICLE 2
                                                 DEFINITIONS

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

                                                  ARTICLE 3
                                        SECURITY; REPORTS; COVENANT

Section 3.1  Grant of Security Interest.........................................................................   22
Section 3.2  Reports............................................................................................   24

                                                  ARTICLE 4
                                INITIAL ISSUANCE AND INCREASES AND DECREASES OF
                              SERIES 2000-1 INVESTED AMOUNT OF SERIES 2000-1 NOTE

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 2000-1 ALLOCATIONS

Section 5.1  Establishment of the Group II Collection Account, Series 2000-1 Collection
        Account and Series 2000-1 Accrued Interest Account......................................................   28
Section 5.2  Allocations with Respect to the Series 2000-1 Note.................................................   29
Section 5.3  Payments from the Series 2000-1 Accrued Interest Account...........................................   33
Section 5.4  Payment of Note Interest and Carrying Charges......................................................   35
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 2000-1 Distribution Account.................................................................   36
</TABLE>

<PAGE>   52

                               TABLE OF CONTENTS
                                   CONTINUED

                                                                           PAGE



                                   ARTICLE 6
                              AMORTIZATION EVENTS


                                   ARTICLE 7
                                    GENERAL



Exhibit A      - Form of Series 2000-1 Note
Exhibit B      - List of Approved Manufacturers


                                     A-ii