Exhibit 4.9.30


 


The Hertz Corporation


225 Brae Boulevard


Park Ridge, NJ 07656


 


May 19,
2009


 


Ambac Assurance Corporation

One State Street Plaza

New York, New York 10004 

Attention:  General Counsel


 


RE:  AMENDMENT NO. 2


 


Ladies
and Gentlemen:


 


Reference is made to (i) that certain Amendment
No. 2 (“Amendment”) dated as of May 19, 2009, 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 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
(the “Trustee”), and as securities intermediary, 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”) and (ii) that
certain Consent and Waiver Agreement (“Waiver Agreement”), dated as of May 19,
2009, among Ambac Assurance Corporation (“Ambac” or “you”), HVF
and the Trustee.


 


Capitalized terms used in this letter
agreement (the “Letter Agreement”) but not defined herein shall have the
meanings assigned thereto in the Amendment or, if not defined therein, in the Waiver
Agreement.


 


For so long as an Event of
Bankruptcy or a Manufacturer Event of Default with respect to either of GM or
Ford has occurred and is continuing, HVF hereby covenants that until such time
as (x) (1) the Series 2008-1 Supplement has been terminated (or
the related Notes are no longer outstanding and, pursuant to the terms of the Series 2008-1
Supplement, no additional Notes may be authorized to be issued thereunder) or (2) the
Series 2008-1 Supplement has been amended so that (or any Series Supplement
relating to Refinanced Notes (as defined below) provides that) an Event of
Bankruptcy or a Manufacturer Event of Default with respect to either of GM or
Ford has a substantially identical impact on the calculation of the “Non-Eligible
Manufacturer Amount” in each of the Series 2008-1 Supplement (or
Refinancing Supplement (as defined below)) and the Series 2005-2
Supplement (after giving effect to the Amendment); provided, that, in
the event that the Series 2008-1 Notes are refinanced into a new Series of
variable funding 


 

















 


notes (such Notes, the “Refinanced
Notes” and the related Series Supplement the “Refinancing
Supplement”) or the Series 2008-1 Supplement is otherwise amended (the
resulting Series Supplement after giving effect to such amendment, the “Amended
2008-1 Supplement” and the related Notes, the “Amended Notes”), in
either case in order to satisfy clause (2) above, solely for purposes of
this clause (x), the conditions set forth in this clause (2) shall be
deemed not to have been satisfied by such refinancing or amendment unless (i) the
controlled amortization period with respect to such Refinanced Notes or such
Amended Notes, as applicable, is expected to commence on or after August 1,
2011 or, if there is no controlled amortization period with respect to such
Refinanced Notes or Amended Notes, the expected final maturity date of such
Refinanced Notes or Amended Notes occurs on or after August 1, 2011 or (ii) HVF
causes the Series 2005-2 Supplement to be amended such that (A) in
the event that any increased Enhancement is provided in connection with such
refinancing or amendment, as applicable, the Series 2005-2 Notes receive increased
Enhancement proportional to any increase of Enhancement provided to the related
Refinanced Notes or Amended Notes (in either case as compared to the Series 2008-1
Notes immediately prior to the effectiveness of such amendment or refinancing except
that, solely for purposes of such comparison, the Series 2008-1 Supplement
shall be deemed amended such that the calculation of “Non-Eligible Manufacturer
Amount” in the Series 2008-1 Supplement satisfies clause (2) above)
in connection with such refinancing or amendment and (B) in the event that
any Amortization Events based upon financial covenants of Hertz that (immediately
prior to the effectiveness of such amendment or refinancing) did not exist in
the Series 2008-1 Supplement are added to the Refinancing Supplement or the
Amended 2008-1 Supplement, as applicable, substantially similar Amortization
Events are added to the Series 2005-2 Supplement, (y) (i) the
definition of Eligible Manufacturer in the Base Indenture has been amended to
provide that a Manufacturer ceasing to be an Eligible Program Manufacturer on
its own will not result in such Manufacturer ceasing to be an Eligible
Manufacturer or (ii) each of GM and Ford is otherwise included as an
Eligible Manufacturer or (z) the Series 2005-2 Supplement has been
terminated (or the related Notes are no longer outstanding and all Insurer Fees
and all other Insurer Reimbursement Amounts relating to the Series 2005-2
Supplement due to Ambac under the Insurance Agreement have been paid in full)
or the Amendment ceases to be in full force and effect (the earliest of (x), (y) and
(z), the “Covenant Termination Date”), HVF (a) will not request any
Advance under and as defined in the Series 2008-1 Supplement and (b) will
repay any Advances (as defined in the Series 2008-1 Supplement) that were
outstanding at the time of such a Manufacturer Event of Default within five
Business Days of the occurrence of such Manufacturer Event of Default, in each
case unless Ambac has provided its prior written consent (such covenant, the “Advance
Covenant”).  Each of Ambac, HVF and
Hertz hereby agrees that the sole effect of a breach of the Advance Covenant
shall be the termination of the effectiveness of the Amendment (pursuant to the
terms thereof), and that no other remedy under any Related Document, at law or
in equity shall be available to any party hereto as a result of such breach.


 


This Letter Agreement may not be amended or
any provision hereof waived or modified except by an instrument in writing
signed by the parties hereto.  Your
agreement under this Letter Agreement shall be legally binding upon and
enforceable against you and your successors and assigns, may be enforced by us
and our successors and assigns, and shall 


 

















 


be enforceable without regard to any act,
event or circumstance except as expressly set forth herein.


 


This Letter Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


Ambac hereby covenants and
agrees that, prior to the date which is one year and one day after the payment
in full of the latest maturing Note (as such term is defined in the Base
Indenture), it will not institute against, or join with any other person in
instituting, against HVF, Hertz Vehicles LLC, HGI or the QI any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any Federal or state bankruptcy or similar law.  In the event that Ambac takes action in
violation of this paragraph, HVF, Hertz Vehicles LLC, HGI or the QI, as the case
may be, shall file or cause to be filed an answer with the bankruptcy court or
otherwise properly contesting the filing of such a petition by Ambac against
HVF, Hertz Vehicles LLC, HGI or the QI, as the case may be, or the commencement
of such action and raising the defense that Ambac has agreed in writing not to
take such action and should be estopped and precluded therefrom and such other
defenses, if any, as its counsel advises that it may assert.  The provisions of this paragraph shall survive
the termination of this Letter Agreement. 
Nothing contained herein shall preclude participation by Ambac in the
assertion or defense of its claims in any such proceeding involving HVF, Hertz
Vehicles LLC, HGI or the QI.


 


This Letter Agreement may be
executed in any number of counterparts and any party hereto may execute any
such counterpart, each of which when executed and delivered will be deemed to
be an original and all of which counterparts when taken together will
constitute but one and the same instrument.  The execution of this Letter Agreement by any
party hereto will not become effective until counterparts hereof have been
executed and delivered by each other party hereto.  It will not be necessary in making proof of
this Letter Agreement or any counterpart hereof to produce or account for any
other counterparts.


 


This Letter Agreement shall
be construed in accordance with and be governed by the laws of the state of New
York, and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.


 

















 


Please evidence your acceptance of the terms
of this Letter Agreement by signing the enclosed copy of this Letter Agreement
and returning it to the undersigned.


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Hertz Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ R. Scott
  Massengill                             
  [SEAL]

  
	
   

  	
   

  	
  Name:

  	
  R. Scott Massengill

  
	
   

  	
   

  	
  Title:

  	
  VP & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED this 19th day

  	
   

  	
   

  
	
  of May, 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Ambac Assurance Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David G. Gleeson

  	
   

  	
   

  
	
  Name:

  	
  David G. Gleeson

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hertz Vehicle Financing LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ R. Scott
  Massengill

  	
   

  	
   

  
	
  Name:

  	
  R. Scott Massengill

  	
   

  	
   

  
	
  Title:

  	
  VP & Treasurer