Hertz 2014 Annual Report Download - page 134

Table of Contents
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Term Loans into tranche B-2 term loans, or the “Tranche B-2 Term Loans”, in an aggregate principal amount, along with new loans advanced by
certain new lenders, of approximately $1,372 million. The proceeds of Tranche B-2 Term Loans advanced by the new lenders were used to prepay
in full all of the Tranche B Term Loans that were not converted into Tranche B-2 Term Loans. Except as described below, the Tranche B-2 Term
Loans bear interest at a floating rate measured by reference to, at Hertz's option, either (i) an adjusted London Inter-Bank Offered Rate, or
"LIBOR", not less than 0.75% plus a borrowing margin of 2.25% per annum or (ii) an alternate base rate plus a borrowing margin of 1.25% per
annum. The terms and conditions of the new Tranche B-2 Term Loans with respect to maturity, collateral, and covenants are otherwise unchanged
compared to the Tranche B Term Loans.
In December 2014, Hertz entered into an Amendment and Waiver (the “Amendment and Waiver”) to the Senior Term Facility. The waiver set forth
in the Amendment and Waiver defers Hertz’s requirement to furnish certain financial statements within certain time periods set forth in the
documentation of the Senior Term Facility, as well as waives defaults arising directly or indirectly from (i) the delay in providing such financial
statements and (ii) the restatement of Hertz’s 2011, 2012 and 2013 financial statements. The waiver is effective with respect to the non-delivery of
the subject financial statements through December 31, 2015, provided that after June 30, 2015 such waiver will terminate if Hertz’s failure to
furnish such financial statements results in Hertz being prohibited from drawing funds under the Senior ABL Facility (as defined below), after giving
effect to all amendments and waivers with respect to the Senior ABL Facility in effect as of such date.
The Amendment and Waiver increases the interest rates payable on the term loans and credit linked deposits during the period from December 15,
2014 through but excluding the date on which Hertz has furnished all financial statements then due to be delivered under the terms of the Senior
Term Facility. During such period, (A) the Tranche B Term Loans and the Tranche B-1 Term Loans will bear interest at a floating rate measured by
reference to, at Hertz’s option, either (i) an adjusted LIBOR not less than 1.00% plus a borrowing margin of 3.00% per annum or (ii) an alternate
base rate plus a borrowing margin of 2.00% per annum, and (B) the Tranche B-2 Term Loans will bear interest at a floating rate measured by
reference to, at Hertz’s option, either (i) an adjusted LIBOR not less than 0.75% plus a borrowing margin of 2.75% per annum or (ii) an alternate
base rate plus a borrowing margin of 1.75% per annum. From and after the date on which Hertz has furnished all financial statements then due to
be delivered under the terms of the Senior Term Facility, (A) the Tranche B Term Loans and the Tranche B-1 Term Loans will bear interest at a
floating rate measured by reference to, at Hertz’s option, either (i) an adjusted LIBOR not less than 1.00% plus a borrowing margin of 2.75% per
annum or (ii) an alternate base rate plus a borrowing margin of 1.75% per annum, and (B) the Tranche B-2 Term Loans will bear interest at a
floating rate measured by reference to, at Hertz’s option, either (i) an adjusted LIBOR not less than 0.75% plus a borrowing margin of 2.25% per
annum or (ii) an alternate base rate plus a borrowing margin of 1.25% per annum.
 In March 2011, Hertz, HERC, and certain other of its subsidiaries entered into a credit agreement that initially provided for
aggregate maximum borrowings of $1,800 million (subject to borrowing base availability) on a revolving basis under an asset-based revolving credit
facility, or as amended, the “Senior ABL Facility.” Up to $1,500 million of the Senior ABL Facility was initially available for the issuance of letters
of credit, subject to certain conditions including issuing lender participation. Subject to the satisfaction of certain conditions and limitations, the
Senior ABL Facility allows for the addition of incremental revolving and/or term loan commitments.
In July 2013, the Company increased the aggregate maximum borrowings under the Senior ABL Facility by $65 million (subject to borrowing base
availability).
In October 2014, Hertz entered into an agreement to amend certain terms of the Senior ABL Facility. The amendment, among other things (i)
extends the commitment period of $1,668 million of aggregate maximum borrowing capacity under the Senior ABL Facility to March 2017, with the
remaining $198 million of aggregate maximum borrowing capacity under the Senior ABL Facility, expiring, as previously scheduled, in March 2016
and (ii) provides for an increase in aggregate maximum borrowing capacity under the Senior ABL Facility of $235 million, such that (a) prior to
March 2016, aggregate maximum borrowing capacity will be $2,100 million and (b) after March 2016, aggregate maximum borrowing capacity will
be $1,903 million (in each case, subject to borrowing base availability).
The Company refers to the Senior Term Facility and the Senior ABL Facility together as the Senior Credit Facilities. Hertz's obligations under the
Senior Credit Facilities are guaranteed by its immediate parent (Hertz Investors,Inc.) and certain of its direct and indirect U.S. subsidiaries
(subject to certain exceptions, including Hertz International Limited,
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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