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
