HGH Q2 2015 Exhibit 4.5.14






Exhibit 4.5.14
EXECUTION VERSION


AMENDMENT NO. 3 (this “Amendment”), dated as of May 28, 2015, to the THIRD AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT, dated as of September 18, 2009 (as amended by Amendment No.1 thereto, dated as of December 21, 2010, and further amended by Amendment No. 2 thereto, dated as of November 25, 2013, the “HVF Lease”), between THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), in its capacity as lessee (the “Lessee”) and in its capacity as servicer (the “Servicer”), and HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), in its capacity as lessor (the “Lessor”).
WITNESSETH:
WHEREAS, the Lessor and the Lessee wish to amend the HVF Lease as herein set forth.
WHEREAS, Section 22 of the HVF Lease permits certain amendments to the HVF Lease to be effected pursuant to a writing executed by the Lessor, the Servicer and the Lessee and consented to by the Trustee, subject to certain conditions set forth therein; and
WHEREAS, Section 8.7(b) of the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013, between HVF and The Bank of New York Mellon Trust Company, N.A. (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; 
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 HVF Lease or, if not defined therein, the Base Indenture.  
2.  Trustee Direction and Consent.  HVF hereby directs the Trustee to consent in writing to this Amendment.
3.  Amendments to the HVF Lease.  
(a) Section 26.5(ii) is hereby amended and restated in its entirety as follows:
“(ii)  within 60 days after the end of each of the first three quarters of each of its fiscal years, with the exception of fiscal year 2014, copies of the Quarterly Report on Form 10‐Q filed by the Lessee with the SEC or, if the Lessee is not a reporting company, information equivalent to that which would be required to be included in such a Quarterly Report if it were a reporting company, including without limitation, (x) financial statements consisting of consolidated balance sheets of the Lessee and its consolidated subsidiaries as at the end of such quarter and statements of income, stockholders’ equity and cash flows of the Lessee and its consolidated subsidiaries for each such quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the preceding fiscal year (if applicable), all in reasonable detail and certified (subject to normal year-end audit adjustments) by a senior financial officer of the Lessee as having been prepared in accordance with GAAP;”









4.  Effectiveness.  This Amendment shall be effective as of March 30, 2014 upon delivery of executed signature pages by all parties hereto and satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding.
5.  Reference to and Effect on the HVF Lease; Ratification. 
(a) Except as specifically amended above, the HVF Lease 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 HVF Lease, or constitute a waiver of any provision of any other agreement.
(c) Upon the effectiveness hereof, each reference in the HVF Lease to “HVF Lease”, “hereto”, “hereunder”, “hereof” or words of like import referring to the HVF Lease, and each reference in any other Related Document to “the HVF Lease”, “thereto”, “thereof”, “thereunder” or words of like import referring to the HVF Lease, shall mean and be a reference to the HVF Lease 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.


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/    R. Scott Massengill            
 Name:    R. Scott Massengill 
 Title:    Senior Vice President and Treasurer   
HERTZ VEHICLE FINANCING LLC,
by:  /s/    R. Scott Massengill            









 Name:    R. Scott Massengill 
 Title:    Treasurer   
AGREED, ACKNOWLEDGED AND CONSENTED: 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 
by:  /s/    Mitchell L. Brumwell            
 Name:    Mitchell L. Brumwell 
 Title:  Vice President