Contract

Exhibit 4.6.2

SUPPLEMENTAL INDENTURE NO. 1 (this “Amendment”) dated as of December 21, 2010, to the THIRD AMENDED AND RESTATED BASE INDENTURE, dated as of September 18, 2009 (as amended, modified or supplemented as of the date hereof, exclusive of Series Supplements, “Base Indenture”), among HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, in its capacity as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, HVF and the Trustee wish to amend the Base Indenture to clarify that Relinquished Property (as defined in the Master Exchange Agreement), Relinquished Property Proceeds and Relinquished Property Agreements are not subject to the grant set forth in Article III of the Base Indenture and therefore are excluded from the Collateral and clarify the definition of “Segregated Series of Notes” as herein set forth;

WHEREAS, Sections 12.2 and 12.3 of the Base Indenture permit HVF and the Trustee to effect certain amendments to the Base Indenture, subject to the conditions set forth therein;

WHEREAS, pursuant to Section 6.19 of the Amended and Restated Series 2009-2 Supplement to the Base Indenture, dated as of June 18, 2010, between HVF and the Trustee (as amended, modified or supplemented as of the date hereof, the “Series 2009-2 Supplement”), the Series 2009-2 Noteholders (as defined in the Series 2009-2 Supplement) are deemed to have agreed and consented to the execution of this Amendment;

WHEREAS, pursuant to Section 6.12 of the Series 2010-1 Supplement to the Base Indenture, dated as of July 22, 2010, between HVF and the Trustee (as amended, modified or supplemented as of the date hereof, the “Series 2010-1 Supplement”), the Series 2010-1 Noteholders (as defined in the Series 2010-1 Supplement) are deemed to have agreed and consented to the execution of this Amendment; and

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 Base Indenture or, if not defined therein, the applicable Series Supplement.  Reference is made herein to the Amended and Restated Series 2009-1 Supplement to the Base Indenture, dated as of December 16, 2010, between HVF and the Trustee (as further amended, modified or supplemented as of the date hereof, the “Series 2009-1 Supplement”) and the Series 2010-2 Supplement to the Base Indenture, dated as of December 16, 2010, between HVF and the Trustee (as amended, modified or supplemented as of the date hereof, the “Series 2010-2 Supplement”, together with the Series 2009-1 Supplement, the Series 2009-2 Supplement and the Series 2010-1 Supplement, the “Series Supplements” or each a “Series Supplement”).

2.  Trustee Consent.  Pursuant to Section 6.19 of the Series 2009-2 Supplement and Section 6.12 of the Series 2010-1 Supplement, the Series 2009-2 Noteholders and the Series 2010-1 Noteholders, respectively, are deemed to have consented to the Trustee entering into this Amendment and, by agreeing, acknowledging and consenting to this Amendment, the Series 2009-1 Noteholders and the Series 2010-2 Noteholders (together with the Series 2009-2 Noteholders and the Series 2010-1 Noteholders constituting the Requisite Investors and the Requisite Indenture Investors), hereby consent to the Trustee entering into this Amendment.

3.  Amendments to the Base Indenture.

(a) The phrase “HVF Vehicle Collateral” shall be deleted from Section 3.1(a)(ii) of the Base Indenture and replaced with the phrase “Indenture Collateral”.

(b) The punctuation xxxx “.” shall be deleted from the final line of Section 3.1(a)(vi) of the Base Indenture and replaced with the punctuation xxxx “;”.

(c) The following proviso shall be added as a new paragraph at the end of Section 3.1(a) of the Base Indenture immediately after Section 3.1(a)(vi) of the Base Indenture:

“provided, that, in no event shall any of the foregoing include any right, title or interest in, to or under any Relinquished Property (as defined in the Master Exchange Agreement), the related identifiable Relinquished Property Proceeds or the related Rights (as defined in the Master Exchange Agreement) with respect to such Relinquished Property, if any (collectively, “Relinquished Property Rights”), from the time such Relinquished Property Rights become Relinquished Property Rights as a result of the assignment of the related Relinquished Property and the related Rights with respect to such Relinquished Property to the Intermediary pursuant to the Master Exchange Agreement, unless and until, in the case of Relinquished Property Proceeds, such Relinquished Property Proceeds become Additional Subsidies.”

(c) The following defined term shall be inserted in Schedule 1 to the Base Indenture where alphabetically appropriate:

“‘Relinquished Property Rights’ has the meaning specified in Section 3.1(a) of the Base Indenture.”

(d) The definition of “‘Segregated Series of Notes’ or ‘Segregated Series’” shall be deleted in its entirety from Schedule I of the Base Indenture and replaced with the following:

“‘Segregated Series of Notes’ means one or more Segregated Series, as the context may require.”

4.  Effectiveness.  This Amendment shall be effective upon delivery of executed signature pages by all parties hereto and satisfaction of the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding.

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5.  Reference to and Effect on the Base Indenture; Ratification.

(a) Except as specifically amended above, the Base Indenture 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 Base Indenture, or constitute a waiver of any provision of any other agreement.

(c) Upon the effectiveness hereof, each reference in the Base Indenture to “Base Indenture”, “hereto”, “hereunder”, “hereof” or words of like import referring to the Base Indenture, and each reference in any other Related Document to “the Base Indenture”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Base Indenture, shall mean and be a reference to the Base Indenture 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.

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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.

	HERTZ VEHICLE FINANCING LLC
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxx
		Title: Vice President & Treasurer
	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A., as Trustee
	By:	/s/ Xxxx X. Ask
		Name: Xxxx X. Ask
		Title: Senior Associate

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ACKNOWLEDGED AND AGREED

SARATOGA FUNDING CORP., LLC,
	as a Conduit Investor
By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH,
	as a Funding Agent
By:	/s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Managing Director
By:	/s/ Ozan Kaya
	Name: Ozan Kaya
	Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH,
	as a Committed Note Purchaser
By:	/s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Managing Director
By:	/s/ Ozan Kaya
	Name: Ozan Kaya
	Title: Vice President

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ACKNOWLEDGED AND AGREED

BANK OF AMERICA, N.A.,
	as a Funding Agent
By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Vice President
BANK OF AMERICA, N.A.,
	as a Committed Note Purchaser
By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Vice President

ACKNOWLEDGED AND AGREED

LIBERTY STREET FUNDING LLC,
	as a Conduit Investor
By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Vice President
THE BANK OF NOVA SCOTIA, acting through its New York Agency,
	as a Funding Agent
By:	/s/ Xxxxxx Xxxx
	Name: Xxxxxx Xxxx
	Title: Director
THE BANK OF NOVA SCOTIA, acting through its New York Agency,
	as a Committed Note Purchaser
By:	/s/ Xxxxxx Xxxx
	Name: Xxxxxx Xxxx
	Title: Director

ACKNOWLEDGED AND AGREED
SHEFFIELD RECEIVABLES CORPORATION,
	as a Conduit Investor
By:	BARCLAYS BANK PLC,
	as Attorney-in-Fact
By:	/s/ Xxxx XxXxxxxx
	Name: Xxxx XxXxxxxx
	Title: Vice President
BARCLAYS BANK PLC,
	as a Funding Agent
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Director
SHEFFIELD RECEIVABLES CORPORATION,
	as a Committed Note Purchaser
By:	BARCLAYS BANK PLC,
	as Attorney-in-Fact
By:	/s/ Xxxx XxXxxxxx
	Name: Xxxx XxXxxxxx
	Title: Vice President

ACKNOWLEDGED AND AGREED
FAIRWAY FINANCE COMPANY LLC,
	as a Conduit Investor
By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Vice President
BMO CAPITAL MARKETS CORP.,
	as a Funding Agent
By:	/s/ Xxxxx X. Xxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxx
	Title: Managing Director
BANK OF MONTREAL,
	as a Committed Note Purchaser
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Managing Director

ACKNOWLEDGED AND AGREED

ATLANTIC ASSET SECURITIZATION LLC,
	as a Conduit Investor
By:	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
	as Attorney-in-Fact
By:	/s/ Xxx Xxxxxx
	Name: Xxx Xxxxxx
	Title: Managing Director
By:	/s/ Kostantina Kourmpetis
	Name: Kostantina Kourmpetis
	Title: Managing Director
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
	as a Funding Agent
By:	/s/ Xxx Xxxxxx
	Name: Xxx Xxxxxx
	Title: Managing Director
By:	/s/ Kostantina Kourmpetis
	Name: Kostantina Kourmpetis
	Title: Managing Director
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
	as a Committed Note Purchaser
By:	/s/ Xxx Xxxxxx
	Name: Xxx Xxxxxx
	Title: Managing Director
By:	/s/ Kostantina Kourmpetis
	Name: Kostantina Kourmpetis
	Title: Managing Director

ACKNOWLEDGED AND AGREED
MONT BLANC CAPITAL CORP.,
	as a Conduit Investor
By:	ING CAPITAL MARKETS, LLC,
	as Attorney-in-Fact
By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Vice President
ING CAPITAL MARKETS, LLC,
	as a Funding Agent
By:	/s/ Xxxxxxx X.X. Xxx, Xx.
	Name: Xxxxxxx X.X. Xxx, Xx.
	Title: Director
ING BANK N.V. (DUBLIN BRANCH),
	as a Committed Note Purchaser
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Director
By:	/s/ Xxxxx Xxx
	Name: Xxxxx Xxx
	Title: Vice President

ACKNOWLEDGED AND AGREED
JUPITER SECURITIZATION COMPANY LLC,
	as a Conduit Investor
By:	JPMORGAN CHASE BANK, N.A.,
	as Attorney-in-Fact
By:	/s/ Xxxxx X. Xxxxxxxx
	Name: Xxxxx X. Xxxxxxxx
	Title: Vice President
JPMORGAN CHASE BANK, N.A.,
	as a Funding Agent
By:	/s/ Xxxxx X. Xxxxxxxx
	Name: Xxxxx X. Xxxxxxxx
	Title: Vice President
JPMORGAN CHASE BANK, N.A.,
	as a Committed Note Purchaser
By:	/s/ Xxxxx X. Xxxxxxxx
	Name: Xxxxx X. Xxxxxxxx
	Title: Vice President

ACKNOWLEDGED AND AGREED
VERSAILLES ASSETS LLC,
	as a Conduit Investor
By:	GLOBAL SECURITIZATION SERVICES, LLC,
	its Manager
By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: Senior Vice President
NATIXIS FINANCIAL PRODUCTS INC.,
	as a Funding Agent
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Managing Director
By:	/s/ Xxxx True
	Name: Xxxx True
	Title: Managing Director, Senior Counsel
VERSAILLES ASSETS LLC,
	as a Committed Note Purchaser
By:	GLOBAL SECURITIZATION SERVICES, LLC,
	its Manager
By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: Senior Vice President

ACKNOWLEDGED AND AGREED
AMSTERDAM FUNDING CORPORATION,
	as a Conduit Investor
By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC,
	as a Funding Agent
By:	RBS SECURITIES INC., as agent
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Managing Director
THE ROYAL BANK OF SCOTLAND PLC,
	as a Committed Note Purchaser
By:	RBS SECURITIES INC., as agent
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Managing Director