Exhibit 4.6.6

 

AMENDMENT NO. 1 (this “Amendment”), dated as of December 21, 2010, to the SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of September 18, 2009 (the “Purchase Agreement”), among THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).

 

WITNESSETH:

 

WHEREAS, HVF, HGI and Hertz wish to amend the Purchase Agreement as herein set forth;

 

WHEREAS, Section 8.08 of the Purchase Agreement permits amendments to the Purchase Agreement to be effected, subject to certain conditions set forth therein;

 

WHEREAS, Section 8.7(b) of the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between HVF and The Bank of New York Mellon Trust Company, N.A. (the “Trustee” or “BNYM”) (as amended, modified or supplemented as of the date hereof, exclusive of Series Supplements, the “Base Indenture”) permits HVF to enter into certain amendments to the Related Documents, subject to certain conditions set forth therein;

 

WHEREAS, pursuant to Section 6.19 of the Amended and Restated Series 2009-2 Supplement to the Base Indenture, dated as of June 18, 2010, between HVF and the Trustee (as amended, modified or supplemented as of the date hereof, the “Series 2009-2 Supplement”), the Series 2009-2 Noteholders (as defined in the Series 2009-2 Supplement) are deemed to have agreed and consented to the execution of this Amendment;

 

WHEREAS, pursuant to Section 6.12 of the Series 2010-1 Supplement to the Base Indenture, dated as of July 22, 2010, between HVF and the Trustee (as amended, modified or supplemented as of the date hereof, the “Series 2010-1 Supplement”), the Series 2010-1 Noteholders (as defined in the Series 2010-1 Supplement) are deemed to have agreed and consented to the execution of this Amendment; and

 

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.  All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Purchase Agreement or, if not defined therein, the Base Indenture or, if not defined in the Purchase Agreement or the Base Indenture, the applicable Series Supplement.  Reference is made herein to the Amended and Restated Series 2009-1 Supplement to the Base Indenture, dated as of December 16, 2010, between HVF and the Trustee (as further amended, modified or supplemented as of the date hereof, the “Series 2009-1 Supplement”) and the Series 2010-2 Supplement to the Base Indenture, dated as of December 16, 2010, between HVF and the Trustee (as amended, modified or supplemented as of the date hereof, the “Series 2010-2  

 











 

Supplement”, together with the Series 2009-1 Supplement, the Series 2009-2 Supplement and the Series 2010-1 Supplement, the “Series Supplements” or each a “Series Supplement”).

 

2.  Trustee Direction and Consent.  Pursuant to Section 6.19 of the Series 2009-2 Supplement and Section 6.12 of the Series 2010-1 Supplement, the Series 2009-2 Noteholders and the Series 2010-1 Noteholders, respectively, are deemed to have directed the Trustee to enter into this Amendment and, by agreeing, acknowledging and consenting to this Amendment, the Series 2009-1 Noteholders and the Series 2010-2 Noteholders (together with the Series 2009-2 Noteholders and the Series 2010-1 Noteholders constituting the Requisite Investors and the Requisite Indenture Investors), hereby direct the Trustee to consent in writing to this Amendment.

 

3.  Amendments to the Purchase Agreement.

 

(a) The phrase “HVF Vehicle Termination Event (as such term is defined in Section 6.01)” shall be deleted in its entirety from Section 2.02(a)(ii) of the Purchase Agreement and shall be replaced with the phrase “Event of Termination (as such term is defined in Section 6.01) relating to the HVF Vehicles”.

 

(b) The phrase “HVF Segregated Vehicle Termination Event (as such term is defined in Section 6.01) with respect to such Segregated Series” shall be deleted in its entirety from Section 2.02(a)(iii) of the Purchase Agreement and shall be replaced with the phrase “Event of Termination (as such term is defined in Section 6.01) relating to the HVF Segregated Vehicles pledged as Series-Specific Collateral for such Segregated Series”.

 

(c) The phrase “HVF Segregated Vehicle Termination Event” in Section 4.01(f) shall be deleted in its entirety from Section 4.01(f) of the Purchase Agreement and shall be replaced with the phrase “Event of Termination”.

 

(d) The phrase “with respect to each Series of Notes Outstanding” shall be added immediately after the phrase “With respect to the HVF Vehicles, an Amortization Event occurs” where it appears in Section 6.01(h) of the Purchase Agreement.

 

4.  Effectiveness.  This Amendment shall be effective upon delivery of executed signature pages by all parties hereto and satisfaction of the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding.

 

5.  Reference to and Effect on the Purchase Agreement; Ratification.

 

(a) Except as specifically amended above, the Purchase Agreement is and shall continue to be in full force and effect and is 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 Purchase Agreement, or constitute a waiver of any provision of any other agreement.

 

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

 

6.  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.

 

7.  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.

 

8.  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.

 

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

 

10.  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.

 

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

 

	
 
    	
THE HERTZ CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
by:
    	
/s/ Scott Massengill
    
	
 
    	
 
    	
Name: Scott Massengill
    
	
 
    	
 
    	
Title: Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
HERTZ VEHICLE FINANCING LLC
    
	
 
    	
 
    	
 
    
	
 
    	
by:
    	
/s/ Scott Massengill
    
	
 
    	
 
    	
Name: Scott Massengill
    
	
 
    	
 
    	
Title: Vice President & Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
HERTZ GENERAL INTEREST LLC
    
	
 
    	
 
    	
 
    
	
 
    	
by:
    	
/s/ Scott Massengill
    
	
 
    	
 
    	
Name: Scott Massengill
    
	
 
    	
 
    	
Title: Vice President & Treasurer
    


 

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ACKNOWLEDGED AND AGREED
    
	
 
    
	
THE BANK OF NEW   YORK MELLON
    
	
TRUST COMPANY,   N.A., as Trustee
    
	
 
    
	
By:
    	
/s/ John D. Ask
    	
 
    
	
 
    	
Name: John D. Ask
    
	
 
    	
Title: Senior Associate
    


 

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ACKNOWLEDGED AND AGREED
    
	
 
    
	
SARATOGA FUNDING CORP., LLC,
    
	
as a Conduit Investor
    
	
 
    
	
By:
    	
/s/ Mary L. Brady
    	
 
    
	
 
    	
Name: Mary L. Brady
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
DEUTSCHE BANK AG, NEW YORK BRANCH,
    
	
as a Funding Agent
    
	
 
    
	
By:
    	
/s/ Robert Sheldon
    	
 
    
	
 
    	
Name: Robert Sheldon
    
	
 
    	
Title: Managing Director
    
	
 
    
	
By:
    	
/s/ Ozan Kaya
    	
 
    
	
 
    	
Name: Ozan Kaya
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
DEUTSCHE BANK AG, NEW YORK BRANCH,
    
	
as a Committed Note Purchaser
    
	
 
    
	
By:
    	
/s/ Robert Sheldon
    	
 
    
	
 
    	
Name: Robert Sheldon
    
	
 
    	
Title: Managing Director
    
	
 
    
	
By:
    	
/s/ Ozan Kaya
    	
 
    
	
 
    	
Name: Ozan Kaya
    
	
 
    	
Title: Vice President
    


 

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ACKNOWLEDGED AND AGREED
    
	
 
    
	
SHEFFIELD RECEIVABLES CORPORATION,
    
	
as a Conduit Investor
    
	
 
    
	
By: BARCLAYS BANK PLC,
    
	
as Attorney-in-Fact
    
	
 
    
	
By:
    	
/s/ John McCarthy
    	
 
    
	
 
    	
Name: John McCarthy
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
BARCLAYS BANK PLC,
    
	
as a Funding Agent
    
	
 
    
	
By:
    	
/s/ Jamie Pratt
    	
 
    
	
 
    	
Name: Jamie Pratt
    
	
 
    	
Title: Director
    
	
 
    
	
 
    
	
SHEFFIELD RECEIVABLES CORPORATION,
    
	
as a Committed Note Purchaser
    
	
 
    
	
By: BARCLAYS BANK PLC,
    
	
as Attorney-in-Fact
    
	
 
    
	
By:
    	
/s/ John McCarthy
    	
 
    
	
 
    	
Name: John McCarthy
    
	
 
    	
Title: Vice President
    


 











 

	
ACKNOWLEDGED AND AGREED
    
	
 
    
	
FAIRWAY FINANCE COMPANY LLC,
    
	
as a Conduit Investor
    
	
 
    
	
By:
    	
/s/ Mary L. Brady
    	
 
    
	
 
    	
Name: Mary L. Brady
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
BMO CAPITAL MARKETS CORP.,
    
	
as a Funding Agent
    
	
 
    
	
By:
    	
/s/ Keith J. Niebrugge
    	
 
    
	
 
    	
Name: Keith J. Niebrugge
    
	
 
    	
Title: Managing Director
    
	
 
    
	
 
    
	
BANK OF MONTREAL,
    
	
as a Committed Note Purchaser
    
	
 
    
	
By:
    	
/s/ Brian Zaban
    	
 
    
	
 
    	
Name: Brian Zaban
    
	
 
    	
Title: Managing Director
    


 











 

	
ACKNOWLEDGED AND AGREED
    
	
 
    
	
LIBERTY STREET FUNDING LLC,
    
	
as a Conduit Investor
    
	
 
    
	
By:
    	
/s/ Jill A. Russo
    	
 
    
	
 
    	
Name: Jill A. Russo
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
THE BANK OF NOVA SCOTIA, acting   through its New York Agency,
    
	
as a Funding Agent
    
	
 
    
	
By:
    	
/s/ Darren Ward
    	
 
    
	
 
    	
Name: Darren Ward
    
	
 
    	
Title: Director
    
	
 
    
	
 
    
	
THE BANK OF NOVA SCOTIA, acting   through its New York Agency,
    
	
as a Committed Note Purchaser
    
	
 
    
	
By:
    	
/s/ Darren Ward
    	
 
    
	
 
    	
Name: Darren Ward
    
	
 
    	
Title: Director
    


 











 

	
ACKNOWLEDGED AND AGREED
    
	
 
    
	
BANK OF AMERICA, N.A.,
    
	
as a Funding Agent
    
	
 
    
	
By:
    	
/s/ Jeremy Grubb
    	
 
    
	
 
    	
Name: Jeremy Grubb
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
BANK OF AMERICA, N.A.,
    
	
as a Committed Note Purchaser
    
	
 
    
	
By:
    	
/s/ Jeremy Grubb
    	
 
    
	
 
    	
Name: Jeremy Grubb
    
	
 
    	
Title: Vice President
    


 











 

	
ACKNOWLEDGED AND AGREED
    
	
 
    
	
ATLANTIC ASSET SECURITIZATION LLC,
    
	
as a Conduit Investor
    
	
 
    
	
By: CREDIT AGRICOLE CORPORATE AND   INVESTMENT BANK,
    
	
as Attorney-in-Fact
    
	
 
    
	
By:
    	
/s/ Sam Pilcer
    	
 
    
	
 
    	
Name: Sam Pilcer
    
	
 
    	
Title: Managing Director
    
	
 
    
	
By:
    	
/s/ Kostantina Kourmpetis
    	
 
    
	
 
    	
Name: Kostantina Kourmpetis
    
	
 
    	
Title: Managing Director
    
	
 
    
	
CREDIT AGRICOLE CORPORATE AND   INVESTMENT BANK,
    
	
as a Funding Agent
    
	
 
    
	
By:
    	
/s/ Sam Pilcer
    	
 
    
	
 
    	
Name: Sam Pilcer
    
	
 
    	
Title: Managing Director
    
	
 
    
	
By:
    	
/s/ Kostantina Kourmpetis
    	
 
    
	
 
    	
Name: Kostantina Kourmpetis
    
	
 
    	
Title: Managing Director
    
	
 
    
	
CREDIT AGRICOLE CORPORATE AND   INVESTMENT BANK,
    
	
as a Committed Note Purchaser
    
	
 
    
	
By:
    	
/s/ Sam Pilcer
    	
 
    
	
 
    	
Name: Sam Pilcer
    
	
 
    	
Title: Managing Director
    
	
 
    
	
By:
    	
/s/ Kostantina Kourmpetis
    	
 
    
	
 
    	
Name: Kostantina Kourmpetis
    
	
 
    	
Title: Managing Director
    


 











 

	
ACKNOWLEDGED AND AGREED
    
	
 
    
	
MONT BLANC CAPITAL CORP.,
    
	
as a Conduit Investor
    
	
 
    
	
By: ING CAPITAL MARKETS, LLC,
    
	
as Attorney-in-Fact
    
	
 
    
	
By:
    	
/s/ Dennis Strid
    	
 
    
	
 
    	
Name: Dennis Strid
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
ING CAPITAL MARKETS, LLC,
    
	
as a Funding Agent
    
	
 
    
	
By:
    	
/s/ Leonard Y.K. Woo, Jr.
    	
 
    
	
 
    	
Name: Leonard Y.K. Woo, Jr.
    
	
 
    	
Title: Director
    
	
 
    
	
 
    
	
ING BANK N.V. (DUBLIN BRANCH),
    
	
as a Committed Note Purchaser
    
	
 
    
	
By:
    	
/s/ Aidan Neill
    	
 
    
	
 
    	
Name: Aidan Neill
    
	
 
    	
Title: Director
    
	
 
    
	
By:
    	
/s/ David Rea
    	
 
    
	
 
    	
Name: David Rea
    
	
 
    	
Title: Vice President
    


 











 

	
ACKNOWLEDGED AND AGREED
    
	
 
    
	
JUPITER SECURITIZATION COMPANY LLC,
    
	
as a Conduit Investor
    
	
 
    
	
By: JPMORGAN CHASE BANK, N.A.,
    
	
as Attorney-in-Fact
    
	
 
    
	
By:
    	
/s/ Laura V. Chittick
    	
 
    
	
 
    	
Name: Laura V. Chittick
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
JPMORGAN CHASE BANK, N.A.,
    
	
as a Funding Agent
    
	
 
    
	
By:
    	
/s/ Laura V. Chittick
    	
 
    
	
 
    	
Name: Laura V. Chittick
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
JPMORGAN CHASE BANK, N.A.,
    
	
as a Committed Note Purchaser
    
	
 
    
	
By:
    	
/s/ Laura V. Chittick
    	
 
    
	
 
    	
Name: Laura V. Chittick
    
	
 
    	
Title: Vice President
    


 











 

	
ACKNOWLEDGED AND AGREED
    
	
 
    
	
VERSAILLES ASSETS LLC,
    
	
as a Conduit Investor
    
	
 
    
	
By: GLOBAL SECURITIZATION SERVICES,   LLC,
    
	
its Manager
    
	
 
    
	
By:
    	
/s/ Bernard J. Angelo
    	
 
    
	
 
    	
Name: Bernard J. Angelo
    
	
 
    	
Title: Senior Vice President
    
	
 
    
	
 
    
	
NATIXIS FINANCIAL PRODUCTS INC.,
    
	
as a Funding Agent
    
	
 
    
	
By:
    	
/s/ David Bondy
    	
 
    
	
 
    	
Name: David Bondy
    
	
 
    	
Title: Managing Director
    
	
 
    
	
By:
    	
/s/ Adam True
    	
 
    
	
 
    	
Name: Adam True
    
	
 
    	
Title: Managing Director, Senior   Counsel
    
	
 
    
	
 
    
	
VERSAILLES ASSETS LLC,
    
	
as a Committed Note Purchaser
    
	
 
    
	
By: GLOBAL SECURITIZATION SERVICES,   LLC,
    
	
its Manager
    
	
 
    
	
By:
    	
/s/ Bernard J. Angelo
    	
 
    
	
 
    	
Name: Bernard J. Angelo
    
	
 
    	
Title: Senior Vice President
    


 











 

	
ACKNOWLEDGED AND AGREED
    
	
 
    
	
AMSTERDAM FUNDING CORPORATION,
    
	
as a Conduit Investor
    
	
 
    
	
By:
    	
/s/ Jill A. Russo
    	
 
    
	
 
    	
Name: Jill A. Russo
    
	
 
    	
Title: Vice President
    
	
 
    
	
 
    
	
THE ROYAL BANK OF SCOTLAND PLC,
    
	
as a Funding Agent
    
	
 
    
	
BY: RBS SECURITIES INC., as agent
    
	
 
    
	
By:
    	
/s/ David Viney
    	
 
    
	
 
    	
Name: David Viney
    
	
 
    	
Title: Managing Director
    
	
 
    
	
 
    
	
THE ROYAL BANK OF SCOTLAND PLC,
    
	
as a Committed Note Purchaser
    
	
 
    
	
BY: RBS SECURITIES INC., as agent
    
	
 
    
	
By:
    	
/s/ David Viney
    	
 
    
	
 
    	
Name: David Viney
    
	
 
    	
Title: Managing Director