Exhibit 4.9.2.2
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 2005-1 Supplement dated as of August 1, 2006 (as
amended, modified, restated or supplemented from time to time, the
“ Series 2005-1 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 2005-1 Supplement as herein set
forth;
WHEREAS, Section 6.12 of the
Series 2005-1 Supplement permits the Series 2005-1
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 2005-1 Notes,
Sections 12.2 and 12.3 of the Base Indenture permit HVF and the
Trustee to amend the Series 2005-1 Supplement in order to
modify the Enhancement relating to the Series 2005-1
Supplement;
WHEREAS, pursuant to
Section 6.6 of the Series 2005-1 Supplement MBIA
Insurance Corporation (“ MBIA ”) is deemed to be
the holder of 100% of the Class A Notes for purposes of
consenting to an amendment of the Series 2005-1 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 2005-2
Supplement, dated as of August 1, 2006, supplementing the Base
Indenture (as amended, modified, restated or supplemented from time
to time, the “ Series 2005-2 Supplement
”);
WHEREAS, HVF, Hertz and MBIA 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 MBIA in
connection with any amendment to any provision of the
Series 2005-1 Supplement;
