Hertz 2015 Annual Report Download - page 117

Table of Contents


In October 2014, the U.K. Leveraged Financing was amended to, among other things, (i) extend the maturity to October 2017 and (ii) increase the
aggregate maximum leasing capacity under the U.K. Leveraged Financing from £195 million to £225 million (subject to asset availability).
In May 2015, the U.K. Leveraged Financing was amended to provide for aggregate maximum leasing capacity (subject to asset availability) of up
to £300 million during the peak season and at the same time amended and increased the ongoing core facility to £250 million.

Due to the Company's accounting restatement, investigation and remediation activities, as reported in its Annual Report on Form 10-K for the year
ended December 31, 2014 as filed with the SEC on July 16, 2015, the Company failed to file certain quarterly and annual reports and certain of its
subsidiaries failed to file statutory financial statements within certain time periods set forth in the documentation of various of its (and/or its special
purpose subsidiaries') financing facilities which resulted in the occurrence of various potential and/or actual defaults and potential amortization
events under certain of such financing facilities.
In May 2014, the Company and/or certain of its subsidiaries obtained waivers effective through June 15, 2014 from the requisite lenders or
noteholders under the Senior ABL Facility, HVF II U.S. Fleet Variable Funding Notes, European Revolving Credit Facility, European Securitization,
Hertz-Sponsored Canadian Securitization, Dollar Thrifty-Sponsored Canadian Securitization, U.K. Leveraged Financing, and its U.S. Fleet
Financing Facility to waive the aforementioned events, as well as similar events that could arise from any restatement of annual and quarterly
financial statements previously delivered by the Company and/or certain of its subsidiaries under such facilities, and provided the required notices
to the various lenders or noteholders. In June 2014 and September 2014, the Company and/or certain of its subsidiaries obtained waivers, or
extensions of waivers, effective through November 14, 2014. In connection with the refinancings consummated on October 31, 2014, the Company
and/or certain of its subsidiaries obtained waivers, or extensions of waivers, under such facilities, as well as the Australian Securitization and
various counterparties in respect of derivative transactions, in each case, through June 30, 2015.
In July 2014, the Company and/or certain of its subsidiaries obtained waivers from the requisite lenders of the HVF U.S. Fleet Medium Term Notes
and RCFC U.S. Fleet Medium Term Notes to waive the aforementioned events, as well as similar events that could arise from any restatement of
annual and quarterly financial statements previously delivered by the Company and/or certain of its subsidiaries under such facilities, and provided
the required notices to the various lenders or noteholders. The waiver relating to Hertz's failure to furnish certain financial statements within certain
time periods was effective through December 30, 2014. The Company's ability to remove cash from these ABS financing facilities was temporarily
restricted during the period from May 2014 until mid July 2014 when the Company obtained such waivers. In December 2014, the Company
obtained an extension of the waiver from the requisite lenders or noteholders of the HVF U.S. Fleet Medium Term Notes relating to Hertz's failure
to furnish certain financial statements within certain time periods, effective through August 31, 2015. The waiver obtained in connection with the
RCFC U.S. Fleet Medium Term Notes expired on December 30, 2014 and thus its ability to remove cash from such financing facility was restricted
as of December 31, 2014.
In December 2014, Hertz entered into an Amendment and Waiver (the “Amendment and Waiver”) relating 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 waived defaults arising directly or indirectly from (1) the delay in providing such financial
statements and (2) the restatement of Hertz’s 2011, 2012 and 2013 financial statements. The waiver was effective with respect to the non-delivery
of the subject financial statements through December 31, 2015.
The Amendment and Waiver increased 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 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 bore 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 bore 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
109
 ℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.