Exhibit 4.9.3.2


 


EXECUTION VERSION


 


AMENDMENT
NO. 2 (this “Amendment”), dated as of May 19, 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 substantially in the form set as Exhibit A
hereto and the consent of holders of 100% of the Series 2005-2 Notes, Sections
12.2 and 12.3 of the Base Indenture permit HVF and the Trustee to amend the Series 2005-2
Supplement in order to modify the Enhancement relating 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 direction to the Trustee pursuant to the Base Indenture;


 


WHEREAS,
HVF and the Trustee have entered into the Amended and Restated Series 2005-1
Supplement, dated as of August 1, 2006, supplementing the Base Indenture
(as amended, modified, restated or supplemented from time to time, the “Series 2005-1
Supplement”);


 


WHEREAS, HVF, Hertz and Ambac have entered into that
certain Letter Agreement Re: Amendment No. 2, dated as of the date hereof
(the “Letter Agreement”); 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.  Amendment to the Series 2005-2
Supplement.  The following shall be
added to the definition of “Non-Eligible Manufacturer Amount” immediately after
the phrase “be sold under the Related Documents” in the final line thereof:


 


“; provided that if at any time, any of Ford, GM or Chrysler
does not constitute an Eligible Manufacturer as a result of such Manufacturer
ceasing to be an Eligible Program Manufacturer (each, an “Excluded Eligible
Program Manufacturer”), then, for so long as each such Excluded Eligible
Program Manufacturer is not an Eligible Manufacturer, each such Excluded
Eligible Program Manufacturer shall be deemed to be an Eligible Manufacturer
solely for purposes of determining the Non-Eligible Manufacturer Amount”.


 


3. Trustee Direction.  By agreeing, acknowledging and consenting to
this Amendment, Ambac (as deemed holder of the Class A Notes relating to
the Series 2005-2 Supplement) hereby directs the Trustee to enter into
this Amendment.


 


4. Effectiveness.  This Amendment shall be effective upon (i) its
execution and delivery by all the parties hereto, (ii) the execution and
delivery of an analogous amendment with respect to the Series 2005-1
Supplement (the “Series 2005-1 Amendment”) (a copy of such Series 2005-1
Amendment to be provided to Ambac promptly upon the execution thereof) and (iii) the
satisfaction or waiver of the Rating Agency Condition with respect to each Series of
Notes Outstanding; provided, that if HVF fails to comply with the
Advance Covenant (as defined in the Letter Agreement) on any date prior to the
Covenant Termination Date (as defined in the Letter Agreement), then this
Waiver Agreement shall cease to be of any further force and effect on and after
the date of such failure.  Each of HVF,
Ambac and the Trustee hereby agrees that the sole effect of a breach of the
Advance Covenant shall be the termination of the effectiveness of the
Amendment, and that no other remedy under any Related Document, at law or in
equity shall be available to any party as a result of such breach.


 


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5.  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.


 


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


 


10. 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.


 


11.  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 


 


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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, 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                
  [SEAL]

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  R.
  Scott Massengill

  
	
   

  	
  Title:

  	
  VP
  & 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:

  	
  Assistant
  Treasurer

  



 


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  AGREED, ACKNOWLEDGED
  AND CONSENTED:

  	
   

  
	
   

  	
   

  
	
  AMBAC ASSURANCE
  CORPORATION,

  	
   

  
	
   

  	
   

  
	
  by

  	
  /s/ Anthony Nocera

  	
   

  
	
   

  	
   

  	
   

  
	
          Name:

  	
  Anthony Nocera

  	
   

  
	
          Title:

  	
  First Vice President

  	
   

  
				



 


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