Hertz 2009 Annual Report Download - page 142

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The funds under the new fleet financing were used to (i) initially repay in whole the FleetCos’ portion of
indebtedness under the International Fleet Debt facility and the FleetCos’ existing inter-company
borrowings related to the acquisition of vehicles and (ii) finance the acquisition of vehicles from time to
time in the Relevant Jurisdictions.
The expected maturity date is in December 2010 (when the FleetCos’ obligations to the Issuer are
scheduled to come due). The maximum commitment under (i) the Euro-denominated portion is
e562.0 million (the equivalent of $809.1 million as of December 31, 2009) and (ii) the Australian dollar-
denominated portion is A$325 million (the equivalent of $291.9 million as of December 31, 2009). As of
December 31, 2009, the foreign currency equivalent of $383.2 million in borrowings were outstanding
under this facility.
We are currently in discussions regarding our refinancing options, and based on these discussions and
our ability to access the capital markets we expect to refinance these facilities on or prior to maturity.
However, the availability of financing is subject to a variety of factors not in our control including
economic and market conditions and investor demand, so there is no guarantee that such facilities can
be refinanced or that the terms of such financings will be acceptable. In the event financing is not
available or is not available on terms we deem acceptable, we would expect to utilize our corporate
liquidity to repay these obligations which could reduce our ability to fund operations and replace our
fleet.
Fleet Financing Facility
On September 29, 2006, Hertz and Puerto Ricancars, Inc., a Puerto Rican corporation and wholly-owned
indirect subsidiary of Hertz, or ‘‘PR Cars,’’ entered into a credit agreement to finance the acquisition of
Hertz’s and/or PR Cars’ fleet in Hawaii, Kansas, Puerto Rico and St. Thomas, the U.S. Virgin Islands,
dated as of September 29, 2006, or the ‘‘Fleet Financing Facility,’’ with the several banks and other
financial institutions from time to time party thereto as lenders, Gelco Corporation d.b.a. GE Fleet
Services, or the ‘‘Fleet Financing Agent,’’ as administrative agent, as collateral agent for collateral owned
by Hertz and as collateral agent for collateral owned by PR Cars. Affiliates of Merrill Lynch & Co. are
lenders under the Fleet Financing Facility.
The Fleet Financing Facility provides (subject to availability under a borrowing base) a revolving credit
facility of up to $275.0 million to Hertz and PR Cars. In September 2009, Hertz reduced the commitments
under the Fleet Financing Facility to $165.0 million. As of December 31, 2009, Hertz and PR Cars had
$129.2 million (net of a $0.8 million discount) and $18.0 million, respectively, of borrowings outstanding
under this facility. The borrowing base formula is subject to downward adjustment upon the occurrence
of certain events and (in certain other instances) at the permitted discretion of the Fleet Financing Agent.
The Fleet Financing Facility will mature in December 2011 but Hertz and PR Cars may terminate or
reduce the commitments of the lenders thereunder at any time. The Fleet Financing Facility is subject to
mandatory prepayment in the amount by which outstanding extensions of credit to Hertz or PR Cars
exceed the lesser of the Hertz or PR Cars borrowing base, as applicable, and the commitments then in
effect.
The obligations of each of the borrowers under the Fleet Financing Facility are guaranteed by each of
Hertz’s direct and indirect domestic subsidiaries (other than subsidiaries whose only material assets
consist of securities and debt of foreign subsidiaries and related assets, subsidiaries involved in the ABS
Program or other similar special purpose financings, subsidiaries with minority ownership positions,
certain subsidiaries of foreign subsidiaries and certain immaterial subsidiaries). In addition, the
obligations of PR Cars are guaranteed by Hertz. The obligations of Hertz under the Fleet Financing
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