Exhibit 4.9.3.3


 


EXECUTION COPY


 


AMENDMENT
NO. 3 (this “Amendment”), dated as of September 18, 2009, between
HERTZ VEHICLE FINANCING LLC (“HVF”) and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association (as successor to BNY MIDWEST
TRUST COMPANY, an Illinois trust company), as trustee (together with its
successors in trust thereunder as provided in the Base Indenture referred to
below, the “Trustee”) to the Amended and Restated Series 2005-2
Supplement dated as of August 1, 2006 (as amended, modified, restated or
supplemented from time to time, the “Series 2005-2 Supplement”),
between HVF and the Trustee to the Second Amended and Restated Base Indenture,
dated as of August 1, 2006, between HVF and the Trustee (as amended,
modified, restated or supplemented from time to time, exclusive of Series Supplements,
the “Base Indenture”).


 


WITNESSETH:


 


WHEREAS,
HVF and the Trustee desire to amend the Series 2005-2 Supplement as herein
set forth;


 


WHEREAS, Section 6.12 of the Series 2005-2 Supplement
permits the Series 2005-2 Supplement to be amended in accordance with the
terms of the Base Indenture;


 


WHEREAS, with the satisfaction of the Rating Agency
Condition with respect to each Series of Notes Outstanding, the delivery
of an Opinion of Counsel and the consent of the Required Noteholders or the
consent of each affected Noteholder, as applicable, Sections 12.2 and 12.3 of
the Base Indenture permit HVF and the Trustee to enter into certain amendments
to the Series 2005-2 Supplement;


 


WHEREAS, pursuant to Section 6.6 of the Series 2005-2
Supplement Ambac Assurance Corporation (“Ambac”) is deemed to be the
holder of 100% of the Class A Notes for purposes of consenting to an
amendment of the Series 2005-2 Supplement, waiving any provision of the Base
Indenture and giving consent pursuant to the Base Indenture; and


 


WHEREAS, Section 2.03 of the Insurance Agreement
requires HVF to obtain the consent of Ambac in connection with any amendment to
any provision of the Series 2005-2 Supplement;


 


NOW,
THEREFORE, based upon the mutual promises and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned, intending to be legally bound, hereby
agree as follows:


 

















 


AGREEMENTS


 


1.  Defined Terms.  Capitalized terms used but not defined herein
shall have the respective meanings assigned to them in the Base Indenture or,
if not defined therein, in the Series 2005-2 Supplement.


 


2.  Amendments to Definitions.


 


(i) The following shall be added to the
definition of “Class A-1 Outstanding Principal Amount” immediately after
the phrase “on or prior to such date”:


 


“minus (c) the amount of any Class A-1 Notes that have been
delivered to the Trustee for cancellation pursuant to Section 2.14 of the Base
Indenture or otherwise redeemed or retired on or prior to such date”.


 


(ii) The following shall be added to the
definition of “Class A-2 Outstanding Principal Amount” immediately after
the phrase “on or prior to such date”:


 


“minus (c) the amount of any Class A-2 Notes that have been
delivered to the Trustee for cancellation pursuant to Section 2.14 of the Base
Indenture or otherwise redeemed or retired on or prior to such date”.


 


(iii) The following shall be added to the definition
of “Class A-3 Outstanding Principal Amount” immediately after the phrase “on
or prior to such date”:


 


“minus (c) the amount of any Class A-3 Notes that have been
delivered to the Trustee for cancellation pursuant to Section 2.14 of the Base
Indenture or otherwise redeemed or retired on or prior to such date”.


 


(iv) The following shall be added to the
definition of “Class A-4 Outstanding Principal Amount” immediately after
the phrase “on or prior to such date”:


 


“minus (c) the amount of any Class A-4 Notes that have been
delivered to the Trustee for cancellation pursuant to Section 2.14 of the Base
Indenture or otherwise redeemed or retired on or prior to such date”.


 


(v) The following shall be added to the
definition of “Class A-5 Outstanding Principal Amount” immediately after
the phrase “on or prior to such date”:


 


“minus (c) the amount of any Class A-5 Notes that have been
delivered to the Trustee for cancellation pursuant to Section 2.14 of the Base
Indenture or otherwise redeemed or retired on or prior to such date”.


 


(vi) The following shall be added to the
definition of “Class A-6 Outstanding Principal Amount” immediately after
the phrase “on or prior to such date”:


 


“minus (c) the amount of any Class A-6 Notes that have been
delivered to the Trustee for cancellation pursuant to Section 2.14 of the Base
Indenture or otherwise redeemed or retired on or prior to such date”.


 


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(vii) The following shall be added to the
definition of “Required Noteholders” immediately after the phrase “held by HVF
or any Affiliate of HVF”:


 


“(other than an Affiliate Issuer)”.


 


(viii) The following
definitions shall be added to Section 1(b) and shall be inserted
where alphabetically appropriate:


 


“‘Aggregate Kia/Hyundai Amount’ means, as of
any date of determination, the sum of the Kia Amount and the Hyundai Amount, in
each case, as of such date.”


 


“‘Aggregate Kia/Subaru/Hyundai Amount’ means,
as of any date of determination, the sum of the Kia Amount, the Subaru Amount
and the Hyundai Amount, in each case, as of such date.”


 


“‘Chrysler Amount’ means, as of any date of determination, an
amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the
Manufacturer Eligible Program Vehicle Amount, in each case, with respect to
Chrysler as of such date.”


 


“‘Ford Amount’ means, as of any date of determination, an amount
equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the
Manufacturer Eligible Program Vehicle Amount, in each case, with respect to
Ford as of such date.”


 


“‘Eligible Manufacturer’ means (a) Ford,
GM, Chrysler, Toyota, Honda, Mazda, Nissan, Volvo, Jaguar, Audi, Volkswagen,
Land Rover, Hyundai, Kia, Lexus, Mercedes, Suzuki, BMW, Mitsubishi and Subaru
and each other Manufacturer that becomes an Eligible Program Manufacturer and (b) any
other Manufacturer with respect to which the Rating Agency Condition with
respect to the Series 2005-2 Rating Agency Condition shall have been
satisfied; provided, that (i) for purposes of this definition, any
Vehicles manufactured by Old GM that were leased to Hertz as of the Restatement
Effective Date with respect to which GM has assumed or otherwise become
obligated in respect of all of Old GM’s obligations (other than any immaterial
obligations and any obligations in respect of Old GM’s Manufacturer Program)
shall be deemed to have been manufactured by GM and (ii) for purposes of
this definition, any Vehicles manufactured by Old Chrysler that were leased to
Hertz as of the Restatement Effective Date with respect to which Chrysler has
assumed or otherwise become obligated in respect of all of Old Chrysler’s
obligations (other than any immaterial obligations and any obligations in
respect of Old Chrysler’s Manufacturer Program) shall be deemed to have been
manufactured by Chrysler.”


 


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“Eligible Program Manufacturer’ means (a) Ford,
GM, Toyota, Honda, Mazda, Nissan, Volvo, Jaguar, Audi, Volkswagen, Land Rover,
Hyundai, Kia, Lexus, Mercedes and BMW, or (b) a Manufacturer (i) who,
at the time that such Manufacturer is proposed for consideration as an Eligible
Program Manufacturer, has a long term unsecured debt rating of at least “BBB-”
from S&P, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch,
at least “BBB-” from Fitch, provided, that if a Manufacturer proposed
for consideration under the preceding clause (b) does not have a rating
from S&P or Moody’s, then the rating of the entity specified by the Rating
Agencies shall apply, or (ii) with respect to which the Series 2005-2
Rating Agency Condition shall have been satisfied; provided, however,
that for so long as a Manufacturer Event of Default is occurring with respect
to any such Manufacturer, such Manufacturer shall not qualify as an Eligible
Program Manufacturer; provided, further, that, for purposes of
this definition, any Vehicles manufactured by Old GM that were leased to Hertz
as of the Restatement Effective Date with respect to which GM has assumed or
otherwise become obligated in respect of all obligations of Old GM (other than
immaterial obligations but including, for the avoidance of doubt, Old GM’s
obligations under its Manufacturer Program) shall be deemed to have been
manufactured by GM.”


 


“‘GM Amount’ means, as of any date of determination, an amount
equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the
Manufacturer Eligible Program Vehicle Amount, in each case, with respect to GM
as of such date.”


 


“‘Honda Amount’ means, as of any date of determination, an amount
equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the
Manufacturer Eligible Program Vehicle Amount, in each case, with respect to
Honda as of such date.”


 


“‘Nissan Amount’ means, as of any date of determination, an
amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the
Manufacturer Eligible Program Vehicle Amount, in each case, with respect to
Nissan as of such date.”


 


“‘Series 2005-2 Maximum Aggregate Kia/Hyundai Amount’
means, as of any day, an amount equal to 25% of the Adjusted Aggregate Asset
Amount on such day.”


 


“‘Series 2005-2 Maximum Aggregate
Kia/Subaru/Hyundai Amount’ means, as of any day, an amount equal to 35% of
the Adjusted Aggregate Asset Amount on such day.”


 


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“‘Series 2005-2 Maximum Chrysler Amount’
means, as of any day, an amount equal to 25% of the Adjusted Aggregate Asset
Amount on such day.”


 


“‘Series 2005-2 Maximum Ford Amount’
means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset
Amount on such day.”


 


“‘Series 2005-2 Maximum GM Amount’ means,
as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on
such day.”


 


“‘Series 2005-2 Maximum Honda Amount’
means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset
Amount on such day.”


 


“‘Series 2005-2 Maximum Nissan Amount’
means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset
Amount.”


 


“‘Series 2005-2 Maximum Suzuki Amount’
means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset
Amount on such day.”


 


“‘Series 2005-2 Maximum Toyota Amount’
means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset
Amount on such day.”


 


“‘Series 2005-2 Maximum Volkswagen Amount’
means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset
Amount on such day.”


 


“‘Suzuki Amount’ means, as of any date of
determination, an amount equal to the sum of the Manufacturer Non-Eligible
Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case,
with respect to Suzuki as of such date.”


 


“‘Toyota Amount’ means, as of any date of
determination, an amount equal to the sum of the Manufacturer Non-Eligible
Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case,
with respect to Toyota as of such date.”


 


“‘Volkswagen Amount’ means, as of any date of
determination, an amount equal to the sum of the Manufacturer Non-Eligible
Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each
case, with respect to Volkswagen as of such date.”


 


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(ix) The definition
of “Class A Required Enhancement Incremental Amount” shall be
deleted in its entirety and replaced with the following:


 


“‘Class A Required Enhancement Incremental Amount’ means


 


(i)            as of the Series 2005-2
Closing Date, $0; and


 


(ii)           as of any date
thereafter, the product of (A) the Class A Required Asset Amount
Percentage as of the immediately preceding Business Day and (B) the sum of
(1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from
the calculation thereof, to the extent that an Event of Bankruptcy has occurred
with respect to any of Ford, Nissan, GM, Kia, Chrysler, Toyota and Honda, the
Net Book Value of the HVF Vehicles (other than Non-Program Vehicles
manufactured by any such Manufacturer as of the date of the occurrence of such
Event of Bankruptcy) manufactured by each such Manufacturer for which an Event
of Bankruptcy has occurred and any amounts related to such HVF Vehicles due
from such Manufacturer) over the Series 2005-2 Maximum Non-Eligible
Vehicle Amount as of such immediately preceding Business Day, (2) the
excess, if any, of the Hyundai Amount over the Series 2005-2 Maximum
Hyundai Amount as of such immediately preceding Business Day, (3) the
excess, if any, of the Jaguar Amount over the Series 2005-2 Maximum Jaguar
Amount as of such immediately preceding Business Day, (4) the excess, if
any, of the Kia Amount over the Series 2005-2 Maximum Kia Amount as of such
immediately preceding Business Day, (5) the excess, if any, of the Land
Rover Amount over the Series 2005-2 Maximum Land Rover Amount as of such
immediately preceding Business Day, (6) the excess, if any, of the Mazda
Amount over the Series 2005-2 Maximum Mazda Amount as of such immediately
preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount
over the Series 2005-2 Maximum Mitsubishi Amount as of such immediately
preceding Business Day, (8) the excess, if any, of the Subaru Amount over
the Series 2005-2 Maximum Subaru Amount as of such immediately preceding
Business Day, (9) the excess, if any, of the Suzuki Amount over the Series
2005-2 Maximum Suzuki Amount as of such immediately preceding Business Day, (10) the
excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2005-2
Maximum Non-Eligible Manufacturer Amount as of such immediately preceding
Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle
Amount with respect to any Manufacturer (excluding from the calculation
thereof, to the extent that an Event of Bankruptcy has occurred with respect to
any of Ford, Nissan, GM, Kia, Chrysler, Toyota and Honda, the Net Book Value of
the HVF Vehicles (other than Non-Program Vehicles manufactured by any such
Manufacturer as of the date of the occurrence of such Event of Bankruptcy)
manufactured by each such Manufacturer for which an Event of Bankruptcy has
occurred and any amounts related to


 


6

















 


such HVF Vehicles due from such Manufacturer) over the Series 2005-2
Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately
preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series
2005-2 Maximum Audi Amount as of such immediately preceding Business Day, (13) the
excess, if any of the BMW Amount over the Series 2005-2 Maximum BMW Amount
as of such immediately preceding Business Day, (14) the excess, if any of the
Lexus Amount over the Series 2005-2 Maximum Lexus Amount as of such
immediately preceding Business Day, (15) the excess, if any of the Mercedes
Amount over the Series 2005-2 Maximum Mercedes Amount as of such
immediately preceding Business Day, (16) the excess, if any of the Aggregate
BMW/Lexus/Mercedes/Audi Amount over the Series 2005-2 Maximum Aggregate
BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day,
(17) the excess, if any of the HVF Service Vehicle Amount over the Series 2005-2
Maximum HVF Service Vehicle Amount as of such immediately preceding Business
Day, (18) the excess, if any of the Ford Amount over the Series 2005-2
Maximum Ford Amount as of such immediately preceding Business Day, (19) the
excess, if any of the Honda Amount over the Series 2005-2 Maximum Honda Amount
as of such immediately preceding Business Day, (20) the excess, if any of the
GM Amount over the Series 2005-2 Maximum GM Amount as of such immediately
preceding Business Day, (21) the excess if any of the Chrysler Amount over the Series 2005-2
Maximum Chrysler Amount as of such immediately preceding Business Day, (22) the
excess if any of the Nissan Amount over the Series 2005-2 Nissan Amount as
of such immediately preceding Business Day, (23) the excess, if any of the
Toyota Amount over the Series 2005-2 Maximum Toyota Amount as of such
immediately preceding Business Day, (24) the excess, if any of the Volkswagen
Amount over the Series 2005-2 Maximum Volkswagen Amount as of such
immediately preceding Business Day, (25) the excess, if any of the Aggregate
Kia/Subaru/Hyundai Amount over the Series 2005-2 Maximum Aggregate
Kia/Subaru/Hyundai Amount as of such immediately preceding Business Day, (26)
the excess, if any of the Volvo Amount over the Series 2005-2 Maximum
Volvo Amount as of such immediately preceding Business Day and (27) the excess,
if any of the Aggregate Kia/Hyundai Amount over the Series 2005-2 Maximum
Aggregate Kia/Hyundai Amount.  The Manufacturer Non-Eligible
Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be
calculated on an aggregate basis so that they will be considered as one
Manufacturer for the purpose of the calculation of the Series 2005-2
Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo,
Jaguar and Land Rover is an Affiliate of Ford.”


 


(x) The definition of “Series 2005-2 Maximum
Manufacturer Non-Eligible Vehicle Amount” shall be deleted in its entirety and
replaced with the following:


 


7














 


“‘Series 2005-2 Maximum Manufacturer Non-Eligible Vehicle Amount
means, as of any day, (x) with respect to Toyota, an amount equal to 50%
of the Non-Eligible Vehicle Amount and (y) with respect to any other
Manufacturer, an amount equal to 40% of the Non-Eligible Vehicle Amount”


 


(xi) The number “6%” shall be deleted from the
definition of “Series 2005-2 Maximum Aggregate BMW/Lexus/Mercedes/Audi
Amount” and shall be replaced with the number “12%”.


 


(xii) The number “3%” shall be deleted from the
definition of “Series 2005-2 Maximum Audi Amount” and shall be replaced
with the number “5%”.


 


(xiii) The number “10%” shall be deleted from the
definition of “Series 2005-2 Maximum Kia Amount” and shall be replaced
with the number “15%”.


 


(xiv) The number “3%” shall be deleted from the
definition of “Series 2005-2 Maximum Lexus Amount” and shall be replaced
with the number “5%”.


 


(xv) The number “3%” shall be deleted from the
definition of “Series 2005-2 Maximum Mercedes Amount” and shall be
replaced with the number “5%”.


 


(xvi) The number “3%” shall be deleted from the
definition of “Series 2005-2 Maximum BMW Amount” and shall be replaced
with the number “5%”.


 


(xvii) The definition of “Rating Agencies” shall be
deleted in its entirety and replaced with the following:


 


“Rating Agencies’ means, with respect to the Series 2005-2
Notes, notwithstanding the proviso in the definition of “Rating Agency” in the
Base Indenture, Standard & Poor’s and Moody’s and any other nationally
recognized rating agency rating the Series 2005-2 Notes at the request of
HVF.”


 


3.Amendments to Article VI.  The following shall be added as Section 6.19
of the Series 2005-2 Supplement:


 


“Section 6.19.  Additional Covenants.  HVF covenants and agrees that:


 


(a)       Amendments to Related Documents. 
Except as contemplated by Section 3.2(a) of the Base Indenture
or Section 12.1(a) of the Base Indenture, unless HVF shall have obtained the
prior written consent of the Requisite Investors with respect to any amendment,
modification, waiver, supplement, surrender or termination of, or any
assignment by any other party to, a Related Document, HVF shall not amend,
modify, waive, supplement, surrender or terminate, or consent to any assignment
by any other party to, any Related 


 


8

















 


Document (other than (x) any
Related Document relating solely to one or more Segregated Series and (y) any
(i) Notes, (ii) Enhancement Agreement, (iii) Series-Specific
Swap Agreement, (iv) underwriting agreement, note purchase agreement,
purchase agreement or similar agreement, (v) Depository Agreement, (vi) premium
letter, fee letter or similar agreement, or (vii) any document similar to
the foregoing, in each case relating solely to any Series of Indenture Notes
other than the Series 2005-2 Notes) without the prior written consent of
the Required Noteholders.  Any such
amendment, modification, waiver, supplement, surrender, assignment or
termination made in violation of this Section 6.19(a) shall be void.


 


(b)       Purchase of Old GM and Old Chrysler
Vehicles.  HVF shall not purchase any Vehicles
manufactured by Old GM or Old Chrysler on or after the date of the Restatement
Effective Date.


 


(c)       Waivers of Base Indenture Series and
Supplement.  Prior to consenting to any waiver of the Base
Indenture or the Series 2005-2 Supplement, the Insurer shall be entitled to
request that any Rating Agency provide confirmation as to whether the Series 2005-2
Rating Agency Condition is satisfied with respect to such waiver.


 


(d)       Amendments to Series Supplement or
Base Indenture.  Unless HVF shall have obtained the consent of
(i) the Requisite Investors with respect to any amendment, modification or
waiver to the Base Indenture pursuant to Section 12.2(a) of the Base Indenture
which amendment, waiver or modification requires the consent of the Requisite
Indenture Investors or (ii) the Required Noteholders with respect to any
amendment, modification or waiver to the Base Indenture pursuant to Section 12.2(a)
of the Base Indenture which amendment, waiver or modification affects only the Series
2005-2 Noteholders and, for the avoidance of doubt, does not affect the
Noteholders of any other Series of Notes (as substantiated by an Officer’s
Certificate of HVF to such effect), HVF shall not enter into any such amendment,
modification or waiver to the Base Indenture without obtaining the consent of
the Required Noteholders.  Prior to
entering into any amendment, waiver or modification described in Sections
12.2(b)(i), (b)(ii), (b)(iii) or (b)(iv) of the Base Indenture that
affects the Series 2005-2 Noteholders, HVF shall obtain the consent of the
affected Noteholders.  Any such
amendment, modification or waiver made in violation of this Section 6.19(d) shall
be void.


 


(e)       Subordinated Notes. 
Prior to issuing a subordinated Series of Notes (other than, for
the avoidance of doubt, a subordinated class of Notes issued pursuant to a Series Supplement)
which is fully subordinated to each Series of Notes Outstanding, HVF shall
obtain the consent of the Required Noteholders.


 


4.Trustee Consent.  By agreeing, acknowledging and consenting to
this Amendment, Ambac (as deemed holder of 100% of the Class A Notes relating
to the Series 2005-2 Supplement) hereby consents to the Trustee entering
into this Amendment.


 


9

















 


5.Effectiveness.  This Amendment shall be effective upon its
execution and delivery by each party hereto and the satisfaction or waiver of
the Rating Agency Condition with respect to each Series of Notes
Outstanding.


 


6.  Reference
to and Effect on the Series 2005-2 Supplement; Ratification.


 


(a) Except as
specifically amended above, the Series 2005-2 Supplement and Base
Indenture are and shall continue to be in full force and effect and are hereby
ratified and confirmed in all respects.


 


(b) The execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of any party hereto under the Series 2005-2
Supplement, or constitute a waiver of any provision of any other agreement.


 


(c) Upon the
effectiveness hereof, each reference in the Series 2005-2 Supplement to “this
Series Supplement”, “hereto”, “hereunder”, “hereof” or words of like import
referring to the Series 2005-2 Supplement, and each reference in any other
Related Document to “the Series 2005-2 Supplement”, “thereto”, “thereof”, “thereunder”
or words of like import referring to the Series 2005-2 Supplement, shall
mean and be a reference to the Series 2005-2 Supplement as amended hereby.


 


7.  Counterparts; Facsimile
Signature.  This Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same instrument.  Any signature page to this Amendment
containing a manual signature may be delivered by facsimile transmission or
other electronic communication device capable of transmitting or creating a
printable written record, and when so delivered shall have the effect of
delivery of an original manually signed signature page.


 


8.  Governing
Law.  THIS
AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAW.


 


9.  Headings.  The descriptive headings of the various
sections of this Amendment are inserted for convenience of reference only and
shall not be deemed to affect the meaning or construction of any of the
provisions thereof.


 


10.Third-Party Beneficiaries.   The Hertz Corporation shall be an express
third-party beneficiary under this Amendment.


 


11.Severability.  The failure or unenforceability of any
provision hereof shall not affect the other provisions of this Amendment.  Whenever possible each provision of this
Amendment shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition


 


10

















 


or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Amendment.


 


12.  Interpretation.  Whenever the context and construction so
require, all words used in the singular number herein shall be deemed to have
been used in the plural, and vice versa, and the masculine gender shall include
the feminine and neuter and the neuter shall include the masculine and
feminine.


 


11

















 


IN
WITNESS WHEREOF, HVF and the Trustee have caused this Amendment to be duly
executed by their respective officers hereunto duly authorized as of the day
and year first above written.


 


	
   

  	
  HERTZ VEHICLE FINANCING
  LLC,

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name: R.
  Scott Massengill

  
	
   

  	
   

  	
  Title: Vice
  President & Treasurer

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A., as successor to BNY MIDWEST TRUST COMPANY, as
  Trustee,

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  John D. Ask

  
	
   

  	
   

  	
  Name: John
  D. Ask

  
	
   

  	
   

  	
  Title: Senior
  Associate

  



 


12

















 


AGREED, ACKNOWLEDGED AND
CONSENTED:


 


 


AMBAC
ASSURANCE CORPORATION,


 


	
  by

  	
  /s/ Anthony Nocera

  	
   

  
	
  Name: Anthony
  Nocera

  	
   

  
	
  Title: First Vice
  President

  	
   

  



 


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