New York, November 26, 2013 -- Moody's has reviewed the following amendments to and other new documents
entered into for the Hertz Vehicle Financing LLC rental car ABS trust
executed on November 25, 2013 (the "HVF Amendments"):
- Amendment No. 2 to the Series 2009-1 Supplement
- Amendment No. 1 to the Series 2009-2 Supplement
- Amendment No. 1 to the Series 2010-1 Supplement
- Amendment No. 2 to the Series 2011-1 Supplement
- Amendment No. 1 to the Series 2013-1 Supplement
- Amendment No. 2 to the Third Amended and Restated Master
Motor Vehicle Operating Lease and Servicing Agreement ("HVF Lease")
- Fourth Amended and Restated Base Indenture
- Third Amended and Restated Vehicle Title Nominee Agreement
- Fourth Amended and Restated Collateral Agency Agreement
- Master Purchase and Sale Agreement
- Third Amended and Restated Master Exchange Agreement
- Third Amended and Restated Escrow Agreement
- Second Amended and Restated Limited Liability Company Agreement
of Hertz General Interest LLC
- Third Amended and Restated Limited Liability Company Agreement
of Hertz Vehicle Financing LLC
- Third Amended and Restated Limited Liability Company Agreement
of Hertz Vehicles LLC
- Series 2013-G1 Supplement
- Series 2009-1 Consent Agreement and Amendment No.
2 to the Series 2009-1 Note Purchase Agreement
- Amendment No. 1 to the Back-Up Administration Agreement
In addition, Moody's has reviewed the following amendments to and
terminated documents entered into for the Rental Car Finance Corp.
(RCFC, a bankruptcy-remote wholly-owned subsidiary
of rental car company Dollar Thrifty Automotive Group, Inc.)
rental car ABS trust also executed on November 25, 2013 (the "RCFC
Amendments"):
- Third Amended and Restated Series 2010-3 Supplement
- Amendment No. 1 to the Back-Up Servicing Agreement
- Termination of the Covered Lease Notice with respect to the Group
VII Lease under the Back-Up Servicing Agreement
- Termination of the Covered Lease Notice with respect to the Group
VII Lease under the Back-Up Disposition Agent Agreement
The execution of the HVF Amendments and RCFC Amendments, in and
of themselves and at this time, will not cause a downgrade to or
withdrawal of the ratings currently assigned to any outstanding series
of notes issued by Hertz Vehicle Financing LLC or RCFC (the Outstanding
Notes). Hertz Vehicle Financing LLC ("HVF") is a special
purpose entity wholly owned by The Hertz Corporation (B1 stable),
which is the servicer for the HVF transactions. RCFC is a special
purpose entity wholly owned by Dollar Thrifty Automotive Group,
which is the master servicer for the RCFC transactions. Dollar
Thrifty Automotive Group is owned by The Hertz Corporation
Among other things, the HVF Amendments:
- Support the creation of a new rental car ABS issuance vehicle,
Hertz Vehicle Financing II LP ("HVF II"), make other
simultaneous changes to the legacy HVF trust structure so as to enable
debt-netting in the like-kind exchange program of HVF in
the course of acquiring and disposing of vehicles collateralizing the
HVF II ABS issuance, and make other similar operational improvements
across both HVF and HVF II.
- Create a Series 2013-G1 Note issued by the Series 2013-G1
Supplement, which shall be held by HVF II and which will serve as
the collateral backing the HVF II Group I ABS issuance.
- Create flexibility to move vehicle collateral from one trust
entity to another and/or to designate and/or re-designate the lender
for whose benefit particular vehicle collateral is pledged, in each
case, without having to re-lien or re-title the related
vehicles and, in each case, while providing the relevant lenders
comfort that they will remain perfected in their collateral to the extent
required under their particular financing documents.
- For those vehicles in the HVF fleet currently subleased by Hertz
to Simply Wheelz LLC (d/b/a Advantage Rent a Car), increase by 10%
of the net book value of such vehicles the required minimum credit enhancement
for each outstanding series of notes.
- Reduce the Series 2009-1 Maximum Principal Amount to $150,
000,000, down from $2,238,832,384
previously.
- Add language to the HVF Lease facilitating inter-lease
movement of vehicles from the HVF collateral pool to the collateral pool
backing the Series 2013-G1 Note, and the disposition of vehicles
in the collateral pool backing the Series 2013-G1 Note.
- Make numerous other technical and conforming changes, definition
updates and additions, and various other language improvements and
clarifications in order to implement the substantive changes discussed
above.
Among other things, the RCFC Amendments:
- Makes extensive changes to the RCFC Series 2010-3 Supplement
so that the Series 2010-3 Supplement is essentially identical to
the Series 2013-G1 Supplement, enabling the unrated Series
2010-3 Note to serve as the collateral backing the HVF II Group
II ABS issuance.
Because the changes (1) do not change the collateral backing the various
HVF and RCFC transactions, (2) do not adversely alter the credit
enhancement, cash-flow allocations or other structural protections
for noteholders in any substantive manner, and (3) do not make any
other changes to the transactions which are credit-negative,
Moody's believed that the execution of the HVF Amendments and the RCFC
Amendments did not have an adverse effect on the credit quality of the
Outstanding Notes such that their Moody's ratings were impacted.
Moody's ratings address only the credit risks associated with the transaction.
Other non-credit risks have not been addressed, but may have
significant effect on yield and/or other payments to investors.
This press release should not be taken to imply that there will be no
adverse consequence for investors since in some cases such consequences
will not impact the rating.
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was "Moody's Global Approach
to Rating Rental Car ABS and Rental Truck ABS," published in July
2011. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.
Gregory Gemson
Asst Vice President - Analyst
Structured Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Maria Luisa De Gaetano Polverosi
VP - Sr Credit Officer/Manager
Structured Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Moody's: No ratings impact on Hertz and Dollar Thrifty-sponsored rental car ABS due to omnibus amendments