Hertz 2011 Annual Report Download - page 134

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FLEET DEBT
The governing documents of certain of the fleet debt financing arrangements specified below contain
covenants that, among other things, significantly limit or restrict (or upon certain circumstances may
significantly restrict or prohibit) the ability of the borrowers, and the guarantors if applicable, to make
certain restricted payments (including paying dividends, redeeming stock, making other distributions,
loans or advances) to Hertz Holdings and Hertz, whether directly or indirectly.
U.S. ABS Program
Hertz Vehicle Financing LLC, an insolvency remote, direct, wholly-owned, special purpose subsidiary of
Hertz, or ‘‘HVF,’’ is the issuer under the U.S. ABS Program. HVF has entered into a base indenture that
permits it to issue term and revolving rental car asset-backed securities, the collateral for which consists
primarily of a substantial portion of the rental car fleet used in Hertz’s domestic car rental operations and
contractual rights related to such vehicles.
References to the ‘‘U.S. ABS Program’’ include HVF’s U.S. Fleet Variable Funding Notes together with
HVF’s U.S. Fleet Medium Term Notes.
U.S. Fleet Variable Funding Notes
References to the ‘‘U.S. Fleet Variable Funding Notes’’ include HVF’s Series 2009-1 Variable Funding
Rental Car Asset Backed Notes, as amended, or the ‘‘Series 2009-1,’’ Series 2010-2 Variable Funding
Rental Car Asset Backed Notes, or the ‘‘Series 2010-2,’’ and Series 2011-2 Variable Funding Rental Car
Asset Backed Notes, or the ‘‘Series 2011-2,’’ collectively. The U.S. Fleet Variable Funding Notes provide
for aggregate maximum borrowings of $2,338.1 million (subject to borrowing base availability) on a
revolving basis under three separate asset-backed variable funding note facilities. Although the terms of
the Series 2010-2 are similar to the terms of the Series 2009-1, the Series 2010-2 is secured by a pool of
collateral segregated from the collateral securing HVF’s other outstanding notes.
In December 2010, HVF purchased interest rate caps relating to both the Series 2009-1 and the
Series 2010-2. Concurrently, Hertz sold offsetting interest rate caps relating to both the Series 2009-1
and the Series 2010-2, thereby neutralizing the hedge on a consolidated basis and reducing the net cost
of the hedge. See Note 13—Financial Instruments.
In October 2011, the Company issued the Series 2011-2. The Series 2011-2 provides for aggregate
maximum borrowings of $200 million (subject to borrowing base ability) and on a revolving basis. The
Series 2011-2 is secured by a pool of collateral segregated from the collateral securing HVF’s other
outstanding notes.
U.S. Fleet Medium Term Notes
References to the ‘‘U.S. Fleet Medium Term Notes’’ include HVF’s Series 2009-2, Series 2010-1 and
Series 2011-1, collectively.
Series 2009-2: In October 2009, HVF issued the Series 2009-2 Rental Car Asset Back Notes, Class A,
or the ‘‘Series 2009-2 Class A,’’ in an aggregate original principal amount of $1.2 billion. In June 2010,
HVF issued the Subordinated Series 2009-2 Rental Car Asset Backed Notes, Class B, or the
‘‘Series 2009-2 Class B,’’ and together with the Series 2009-2 Class A, or the ‘‘Series 2009-2,’’ in an
aggregate original principal amount of $184.3 million.
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