Hertz 2013 Annual Report Download - page 104

Table of Contents
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event, our ability to borrow under these notes was temporarily restricted at December 31, 2013. Upon discovery in January 2014 of such
requirement not being met, Hertz promptly obtained waivers from 100% of the noteholders required to waive and cure such amortization
events and provided the required notices. See Note 19—Subsequent Events.
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HVF, a bankruptcy remote, direct, wholly-owned, special purpose subsidiary of Hertz, is the issuer under the HVF U.S. ABS Program. HVF
has entered into a base indenture that permits it to issue term and revolving rental car asset-backed securities, secured by one or more
shared or segregated collateral pools consisting primarily of a substantial portion of the rental car fleet used in Hertz's Dollar Thrifty and
Firefly's domestic car rental operations and contractual rights related to such vehicles that have been allocated as collateral for HVF's
financings.
References to the “HVF U.S. ABS Program” include HVF's U.S. Fleet Variable Funding Notes together with HVF's U.S. Fleet Medium Term
Notes.
HVF U.S. Fleet Variable Funding Notes
References to the “HVF U.S. Fleet Variable Funding Notes” include HVF's Series 2009-1 Variable Funding Rental Car Asset Backed Notes,
as amended, or the “HVF Series 2009-1 Notes.” As of December 31, 2013, the only HVF U.S. Fleet Variable Funding Notes committed or
outstanding were the HVF Series 2009-1 Notes, which permit aggregate maximum borrowings of $150.0 million (subject to borrowing base
availability) on a revolving basis under an asset-backed variable funding note facility.
In May 2012, HVF amended the HVF Series 2009-1 Notes to permit aggregate maximum borrowings of $2,188.0 million (subject to
borrowing base availability).
In October 2012, HVF amended the HVF Series 2009-1 Notes to permit aggregate maximum borrowings of $2,238.8 million (subject to
borrowing base availability) and extend the expected final maturity by one year to March 2014.
In December 2012, HVF amended the HVF Series 2009-1 Notes to permit aggregate maximum borrowings of $2,438.8 million (subject to
borrowing base availability).
In May 2013, HVF amended the HVF Series 2009-1 Notes to permit aggregate maximum borrowings of $2,738.8 million (subject to
borrowing base availability).
In August 2013, HVF amended the HVF Series 2009-1 Notes to extend the expected final maturity date to June 2014.
In November 2013, the net proceeds from the sale of the HVF II Series 2013-A Notes were used to refinance almost all of the outstanding
HVF Series 2009-1 Notes. In connection therewith, HVF amended the HVF Series 2009-1 Notes to permit aggregate maximum borrowings
of $150.0 million (subject to borrowing base availability). $60.0 million of the aggregate maximum principal amount of the HVF Series 2009-1
Notes remained outstanding as of December 31, 2013.
In December 2013, HVF amended the HVF Series 2009-1 Notes primarily to conform the terms thereof to the terms of HVF II ’s Series 2013-
A Notes.
HVF U.S. Fleet Medium Term Notes
References to the “HVF U.S. Fleet Medium Term Notes” include HVF's Series 2009-2 Notes, Series 2010-1 Notes, Series 2011-1 Notes and
Series 2013-1 Notes, collectively.
HVF Series 2009-2 Notes: In October 2009, HVF issued the Series 2009-2 Rental Car Asset Back Notes, Class A, or the “HVF
Series 2009-2 Class A Notes,” 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 “HVF Series 2009-2 Class B Notes,” and together with the Series 2009-2
Class A, or the “HVF Series 2009-2 Notes,” in an aggregate original principal amount of $184.3 million.
HVF Series 2010-1 Notes: In July 2010, HVF issued the Series 2010-1 Rental Car Asset Backed Notes, or the “HVF Series 2010-1 Notes,”
in an aggregate original principal amount of $749.8 million.
HVF Series 2011-1 Notes: In June 2011, HVF issued the Series 2011-1 Rental Car Asset Backed Notes, or the “HVF Series 2011-1 Notes,”
in an aggregate original principal amount of $598.0 million.
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Source: HERTZ CORP, 10-K, March 31, 2014 Powered by Morningstar® Document Research℠
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