Hertz 2012 Annual Report Download - page 146

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
European Revolving Credit Facility and European Fleet Notes
In June 2010, Hertz Holdings Netherlands B.V., an indirect wholly-owned subsidiary of Hertz organized
under the laws of The Netherlands, or ‘‘HHN BV,’’ entered into a credit agreement that provides for
aggregate maximum borrowings of e220.0 million (the equivalent of $291.2 million as of December 31,
2012) (subject to borrowing base availability) on a revolving basis under an asset-based revolving credit
facility, or the ‘‘European Revolving Credit Facility,’’ and issued the 8.50% Senior Secured Notes due
July 2015, or the ‘‘European Fleet Notes,’’ in an aggregate original principal amount of e400.0 million
(the equivalent of $529.4 million as of December 31, 2012). References to the ‘‘European Fleet Debt’’
include HHN BV’s European Revolving Credit Facility and the European Fleet Notes, collectively.
The European Fleet Debt is the primary fleet financing for our car rental operations in Germany, Italy,
Spain, Belgium, New Zealand and Luxembourg, and can be expanded to provide fleet financing in
Australia, Canada, France, The Netherlands, Switzerland, and the United Kingdom.
The obligations of HHN BV under the European Fleet Debt are guaranteed by Hertz and certain of
Hertz’s domestic and foreign subsidiaries.
The agreements governing the European Revolving Credit Facility and the indenture governing the
European Fleet Notes contain covenants that apply to the Hertz credit group similar to those for the
Senior Notes. In addition, the agreements and indenture contain a combination of security
arrangements, springing covenants and ‘‘no liens’’ covenants intended to give the lenders under the
European Fleet Debt enhanced recourse to certain assets of HHN BV and certain foreign subsidiaries of
Hertz. The terms of the European Fleet Debt permit HHN BV to incur additional indebtedness that would
be pari passu with either the European Revolving Credit Facility or the European Fleet Notes.
In June 2012, HHN BV amended the European Revolving Credit Facility to extend the maturity date from
June 2013 to June 2015.
European Securitization
In July 2010, certain foreign subsidiaries entered into a facility agreement that provides for aggregate
maximum borrowings of e400.0 million (the equivalent of $529.4 million as of December 31, 2012)
(subject to borrowing base availability) on a revolving basis under an asset-backed securitization facility,
or the ‘‘European Securitization.’’ The European Securitization is the primary fleet financing for our car
rental operations in France and The Netherlands. The lenders under the European Securitization have
been granted a security interest primarily in the owned rental car fleet used in our car rental operations in
France and The Netherlands and certain contractual rights related to such vehicles.
In August 2011, certain foreign subsidiaries extended the expected maturity of our European
Securitization Facility to July 2013. In connection with the extension, International Fleet Financing
No. 2 B.V. made a number of modifications to the financing arrangement including increasing the
advance rate and decreasing pricing.
In July 2012, International Fleet Financing No. 2 B.V. amended the European Securitization to extend the
maturity from July 2013 to July 2014.
Hertz-Sponsored Canadian Securitization
In May 2007, certain foreign subsidiaries entered into a facility agreement that provides for aggregate
maximum borrowings of CAD$225.0 million (the equivalent of $226.1 million as of December 31, 2012)
(subject to borrowing base availability) on a revolving basis under an asset-backed securitization facility,
122