INDEMNITY AGREEMENTIndemnity Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • Delaware
This Indemnity Agreement, dated as of , 2010 (this “Agreement”), is made by and between DriveTime Automotive Group, Inc., a Delaware corporation (the “Company”), and (the “the Indemnitee”).
LOAN AND SERVICING AGREEMENT Dated as of July 23, 2010 among DT WAREHOUSE IV, LLC, as Borrower DT CREDIT COMPANY, LLC, as Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup Servicer, Paying Agent and Securities Intermediary THE PERSONS FROM...Loan and Servicing Agreement • April 27th, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This LOAN AND SERVICING AGREEMENT, dated as of July 23, 2010 is among DT WAREHOUSE IV, LLC, a Delaware limited liability company, as Borrower, DT CREDIT COMPANY, LLC, an Arizona limited liability company, as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Backup Servicer, Paying Agent and Securities Intermediary, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Managing Agents, and THE ROYAL BANK OF SCOTLAND PLC, as Program Agent for the Conduit Lenders and the Committed Lenders. Capitalized terms used herein shall have the meanings specified in Section 1.01.
OPERATING AGREEMENT OF DT CREDIT COMPANY, LLCOperating Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • Arizona
THIS OPERATING AGREEMENT (“Agreement”) is made and entered into as of this 31st day of December, 2009, by and among DT CREDIT COMPANY, LLC, an Arizona manager-managed limited liability company (the “Company”); DT ACCEPTANCE CORPORATION, an Arizona corporation, as the sole member of the Company (the “Sole Member”); and RAYMOND FIDEL, as the manager of the Company (the “Manager”).
EXECUTIVE BONUS AGREEMENTExecutive Bonus Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations
THIS EXECUTIVE BONUS AGREEMENT (the “Agreement”) is entered into as of July 13, 2005, by DriveTime Automotive Group, Inc. (“DTAG”) and DT Acceptance Corporation (“DTAC”) (collectively the “Company”) and Jon Ehlinger (the “Employee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2013 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
DT Acceptance Corporation, an Arizona corporation (“DTAC”), and DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG,” and together with DTAC, the “Issuers”) are issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated April 25, 2013, by and among the Issuers, the Initial Purchasers and the subsidiary guarantors (the “Subsidiary Guarantors”) named therein (the “Purchase Agreement”), up to $50,000,000 aggregate principal amount of 12.625% Senior Secured Notes due 2017 issued by the Issuers (each, a “Note” and collectively, the “Notes”) under an indenture dated as of June 4, 2010 (the “Indenture”).
LOAN AND SERVICING AGREEMENT Dated as of May 10, 2010 among DT WAREHOUSE II, LLC, as Borrower DT CREDIT COMPANY, LLC, as Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Paying Agent and Securities Intermediary and SANTANDER CONSUMER USA INC., as...Loan and Servicing Agreement • April 27th, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This LOAN AND SERVICING AGREEMENT, dated as of May 10, 2010 is among DT WAREHOUSE II, LLC, a Delaware limited liability company, as Borrower, DT CREDIT COMPANY, an Arizona limited liability company, as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, and SANTANDER CONSUMER USA INC., as Lender and Backup Servicer. Capitalized terms used herein shall have the meanings specified in Section 1.01.
SHAREHOLDERS’ AGREEMENT dated as of December 28, 2010 among DRIVETIME AUTOMOTIVE GROUP, INC. ERNEST C. GARCIA II AND ELIZABETH JOANNE GARCIA, THE ERNEST C. GARCIA III MULTI-GENERATIONAL TRUST, THE BRIAN GARCIA MULTI- GENERATIONAL TRUST, THE ERNEST...Shareholders’ Agreement • February 3rd, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • Arizona
AGREEMENT dated as of December , 2010 among (i) DriveTime Automotive Group, Inc., a Delaware corporation (the “Company”), (ii) Ernest C. Garcia II and Elizabeth Joanne Garcia, the Ernest C. Garcia III Multi-Generational Trust, the Brian Garcia Multi-Generational Trust, the Ernest Irrevocable 2004 Trust and the Brian Irrevocable 2004 Trust (collectively, the “Principal Shareholder”), (iii) and Raymond C. Fidel (the “Management Shareholder”). “Principal Shareholder” and “Management Shareholder” shall each mean, if such entities or persons shall have Transferred any of their “Company Securities” to any of their respective “Permitted Transferees” (as such terms are defined below), such entities or persons and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of such entities or persons may be taken at the election of such entities or persons and such Permitted Transferees.
FIRST AMENDMENT TO EXECUTIVE BONUS AGREEMENT (DTAC and DTAG)Executive Bonus Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • Arizona
This Amendment is effective as of the 1st day of January, 2009 by and among DT Acceptance Corporation (“DTAC”) and DriveTime Automotive Group, Inc. (“DTAG”) (collectively, the “Company”) and Jon Ehlinger (the “Employee”).
FIRST AMENDMENT TO EXECUTIVE BONUS AGREEMENT (DTAC and DTAG)Executive Bonus Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • Arizona
This Amendment is effective as of the 1st day of January, 2009 by and among DT Acceptance Corporation (“DTAC”) and DriveTime Automotive Group, Inc. (“DTAG”) (collectiveIy, the “Company”) and Al Appelman (the “Employee”).
FIRST AMENDMENT TO EXECUTIVE BONUS AGREEMENT (DTAC and DTAG)Executive Bonus Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations
This Amendment is effective as of the 1st day of January, 2009 by and among DT Acceptance Corporation (“DTAC”) and DriveTime Automotive Group, Inc. (“DTAG”)(collectively, the “Company”) and Mark Sauder (the “Employee”).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of August 10, 2009 DRIVETIME AUTOMOTIVE GROUP, INC., DRIVETIME SALES AND FINANCE CORPORATION, DRIVETIME CAR SALES, INC., as the Borrowers, MANHEIM AUTOMOTIVE FINANCIAL SERVICES, INC., and...Loan and Security Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This Third Amended and Restated Loan and Security Agreement, dated as of August 10, 2009, is entered into by and among DriveTime Automotive Group, Inc. (“DriveTime”), a Delaware corporation, DriveTime Sales and Finance Corporation (“DriveTime Sales”), an Arizona corporation, and DriveTime Car Sales, Inc. (“Car Sales”), an Arizona corporation (each a “Borrower” and collectively the “Borrowers”), Santander Consumer USA Inc., an Illinois corporation (“SCUSA”), as a lender, and as the agent for the Lenders (the “Agent”), and Manheim Automotive Financial Services, Inc. (“MAFS”), a Delaware corporation, as a lender (each a “Lender” and collectively the “Lenders”). The obligations of the Borrowers to the Lenders under this Agreement are the joint and several liability of each Borrower. In consideration of the mutual covenants and agreements contained herein, the Borrowers and the Lenders agree as follows:
AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of June 15, 2010, is executed by and among DT WAREHOUSE II, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company (“DTCC”), as servicer (in such capacity, the “Servicer”), SANTANDER CONSUMER USA INC., as Lender and Backup Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary (the “Paying Agent”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
ContractSecurity Agreement • April 5th, 2012 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations
SUPPLEMENT NO. 2 dated as of March 30, 2012 (this “Supplement”), to the Security Agreement dated as of June 4, 2010 (as amended, supplemented or otherwise modified from time to time the “Security Agreement”), among DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG”), DT Acceptance Corporation, an Arizona corporation (“DTAC” and together with DTAG the “Issuers”), DriveTime Car Sales Company, LLC, an Arizona limited liability company (the “Secured Guarantor” and together with the Issuers, the “Grantors” and each a “Grantor”) and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement).
AMENDMENT NO. 2 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 2 TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of July 23, 2010, is executed by and among DT WAREHOUSE II, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company (“DTCC”), as servicer (in such capacity, the “Servicer”), SANTANDER CONSUMER USA INC., as Lender and Backup Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary (the “Paying Agent”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTSecurity Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 9, 2010, is entered into by and among DriveTime Automotive Group, Inc., a Delaware corporation (“DriveTime”), DriveTime Sales and Finance Company, LLC, an Arizona limited liability company (“DriveTime Sales”), as successor in interest to DriveTime Sales and Finance Corporation, DriveTime Car Sales Company, LLC, an Arizona limited liability company (“Car Sales”), as successor in interest to DriveTime Car Sales, Inc. (each a “Borrower” and collectively, the “Borrowers”), and Santander Consumer USA Inc., an Illinois corporation, as a lender, and as the agent for the Lenders (“SCUSA” or the “Agent”), and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender (“MAFS” and, together with the Agent, the “Lenders” and each a “Lender”).
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTSecurity Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 20, 2009, is entered into by and among DriveTime Automotive Group, Inc. (“DriveTime”), a Delaware corporation, DriveTime Sales and Finance Corporation (“DriveTime Sales”), an Arizona corporation, DriveTime Car Sales, Inc. (“Car Sales”), an Arizona corporation (each a “Borrower” and collectively, the “Borrowers”), Santander Consumer USA Inc., an Illinois corporation (“SCUSA”), as a lender, and as the agent for the Lenders (the “Agent”), and Manheim Automotive Financial Services, Inc. (“MAFS”), a Delaware corporation, as a lender (each a “Lender” and collectively the “Lenders”).
AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTSecurity Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 30, 2009, is entered into by and among DriveTime Automotive Group, Inc. (“DriveTime”), a Delaware corporation, DriveTime Sales and Finance Corporation (“DriveTime Sales”), an Arizona corporation, DriveTime Car Sales, Inc. (“Car Sales”), an Arizona corporation (each a “Borrower” and collectively, the “Borrowers”), Santander Consumer USA Inc., an Illinois corporation (“SCUSA”), as a lender, and as the agent for the Lenders (the “Agent”), and Manheim Automotive Financial Services, Inc. (“MAFS”), a Delaware corporation, as a lender (each a “Lender” and collectively the “Lenders”).
AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTSecurity Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 4, 2010, is entered into by and among DriveTime Automotive Group, Inc., a Delaware corporation (“DriveTime”), DriveTime Sales and Finance Company, LLC, an Arizona limited liability company (“DriveTime Sales”), as successor in interest to DriveTime Sales and Finance Corporation, DriveTime Car Sales Company, LLC, an Arizona limited liability company (“Car Sales”), as successor in interest to DriveTime Car Sales, Inc. (each a “Borrower” and collectively, the “Borrowers”), and Santander Consumer USA Inc., an Illinois corporation, as a lender, and as the agent for the Lenders (“SCUSA” or the “Agent”), and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender (“MAFS” and, together with the Agent, the “Lenders” and each a “Lender”).
DRIVETIME AUTOMOTIVE GROUP, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 3rd, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • Arizona
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of December 28, 2010, by and between DriveTime Automotive Group, Inc., a Delaware Corporation (the “Company”) and Raymond C. Fidel (the “CEO”).
AMENDMENT NO. 3 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • December 30th, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 3 TO LOAN AND SERVICING AGREEMENT, dated as of December 28, 2011 (this “Amendment”), is executed by and among DT WAREHOUSE IV, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Backup Servicer, Paying Agent and Securities Intermediary (“Paying Agent”), WINDMILL FUNDING CORPORATION, as Conduit Lender and THE ROYAL BANK OF SCOTLAND PLC, as Program Agent for the Conduit Lenders and the Committed Lenders (“Program Agent”) and as sole Managing Agent and sole Committed Lender. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
All information set forth herein and delivered pursuant to the Agreement for the Accounting Period listed above is complete and accurate.
DRIVETIME AUTOMOTIVE GROUP, INC. and DT ACCEPTANCE CORPORATION as Issuers the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and Collateral Agent Indenture Dated as of June 4, 2010 Senior Secured Notes Due 2017Indenture • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
AMENDMENT NO. 3 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • April 22nd, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 3 TO LOAN AND SERVICING AGREEMENT, dated as of April 10, 2011 (this “Amendment”), is executed by and among DT WAREHOUSE III, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Backup Servicer, Paying Agent and Securities Intermediary (“Paying Agent”), and UBS REAL ESTATE SECURITIES INC., as Program Agent for the Conduit Lenders and the Committed Lenders (“Program Agent”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
PURCHASE AGREEMENTPurchase Agreement • April 30th, 2013 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
JEFFERIES LLC WELLS FARGO SECURITIES, LLC As the Initial Purchasers listed in Schedule I hereto c/o Jefferies LLC 520 Madison Avenue New York, New York 10022
AMENDMENT NO. 5 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTSecurity Agreement • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 5 TO THE THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 9, 2010, is entered into by and among DriveTime Automotive Group, Inc., a Delaware corporation (“DriveTime”), DriveTime Sales and Finance Company, LLC, an Arizona limited liability company (“DriveTime Sales”), as successor in interest to DriveTime Sales and Finance Corporation, DriveTime Car Sales Company, LLC, an Arizona limited liability company (“Car Sales”), as successor in interest to DriveTime Car Sales, Inc. (each a “Borrower” and collectively, the “Borrowers”), and Santander Consumer USA Inc., an Illinois corporation, as a lender, and as the agent for the Lenders (“SCUSA” or the “Agent”), and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender (“MAFS” and, together with the Agent, the “Lenders” and each a “Lender”).
AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • September 7th, 2012 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENT, effective as of August 31, 2012 (this “Amendment”), is executed by and among DT WAREHOUSE, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Backup Servicer, Paying Agent and Securities Intermediary, DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Committed Lender, DEUTSCHE BANK AG, NEW YORK BRANCH, as Program Agent for the Conduit Lenders and the Committed Lenders and as a Managing Agent. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
AMENDMENT NO. 4 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • March 21st, 2012 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 4 TO LOAN AND SERVICING AGREEMENT, dated as of March 15, 2012 (this “Amendment”), is executed by and among DT WAREHOUSE IV, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Backup Servicer, Paying Agent and Securities Intermediary (“Paying Agent”), and THE ROYAL BANK OF SCOTLAND PLC, as Program Agent for the Conduit Lenders and the Committed Lenders (“Program Agent”) and as sole Managing Agent and sole Committed Lender. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
ContractSecurity Agreement • November 3rd, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations
SUPPLEMENT NO. 1 dated as of October 28, 2011 (this “Supplement”), to the Security Agreement dated as of June 4, 2010 (as amended, supplemented or otherwise modified from time to time the “Security Agreement”), among DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG”), DT Acceptance Corporation, an Arizona corporation (“DTAC” and together with DTAG the “Issuers”), DriveTime Car Sales Company, LLC, an Arizona limited liability company (the “Secured Guarantor” and together with the Issuers, the “Grantors” and each a “Grantor”) and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement).
OPERATING AGREEMENT OF APPROVAL SERVICES COMPANY, LLCOperating Agreement • November 18th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • Arizona
THIS OPERATING AGREEMENT (“Agreement”) is made and entered into as of this day of August, 2010, by and among APPROVAL SERVICES COMPANY, LLC, an Arizona manager-managed limited liability company (the “Company”); DRIVETIME CAR SALES COMPANY, LLC an Arizona limited liability company, as the sole member of the Company (the “Sole Member”), RAYMOND FIDEL, as a manager of the Company and Jon D. Ehlinger, as a manager of the Company (collectively, the “Managers”).
AMENDMENT NO. 4 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • April 22nd, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 4 TO LOAN AND SERVICING AGREEMENT, dated as of April 15, 2011 (this “Amendment”), is executed by and among DT WAREHOUSE III, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), DT CREDIT COMPANY, LLC, an Arizona limited liability company, as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Backup Servicer, Paying Agent and Securities Intermediary (“Paying Agent”), and UBS REAL ESTATE SECURITIES INC., as Program Agent for the Conduit Lenders and the Committed Lenders (“Program Agent”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
TO BE PLACED ON DRIVETIME LETTERHEAD] August 2, 2010DT Credit Company, LLC • February 3rd, 2011 • Retail-auto dealers & gasoline stations
FIFTH SUPPLEMENTAL INDENTURE Dated as of May 21, 2013Fifth Supplemental Indenture • May 28th, 2013 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This FIFTH SUPPLEMENTAL INDENTURE is dated as of May 21, 2013, among DT ACCEPTANCE CORPORATION, an Arizona corporation (“DTAC”), and DRIVETIME AUTOMOTIVE GROUP, INC., a Delaware corporation (“DTAG”, and together with DTAC, the “Issuers” and each an “Issuer”), the Guarantors party hereto (the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
AMENDMENT NO. 4 TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • December 30th, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This AMENDMENT NO. 4 TO LOAN AND SERVICING AGREEMENT, dated as of December 28, 2011 (this “Amendment”), is executed by and among DT WAREHOUSE II, LLC, a Delaware limited liability company, as Borrower, DT CREDIT COMPANY, LLC, an Arizona limited liability company, as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, and SANTANDER CONSUMER USA INC., as Lender and Backup Servicer. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Loan and Servicing Agreement” (defined below).
JOINDER AGREEMENTJoinder Agreement • April 5th, 2012 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This JOINDER AGREEMENT, dated as of March 30, 2012 (the “Joinder”), is made by Carvana, LLC, an Arizona limited liability company (the “Additional Borrower”), DriveTime Automotive Group, Inc., (“DriveTime”), a Delaware corporation, DriveTime Sales and Finance Company, LLC (“DriveTime Sales”), an Arizona limited liability company, DriveTime Car Sales Company, LLC (“Car Sales”), an Arizona limited liability company, and DriveTime Ohio Company, LLC (“DriveTime Ohio”), an Arizona limited liability company (each a “Borrower” and collectively the “Borrowers”), and Wells Fargo Bank, N.A., a national banking association (together with its successors and assigns, “WFBNA”), as the lead lender, and as the agent (the “Agent”) for the Lenders (as hereinafter defined).
Certain confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***]. This exhibit (containing the non-public information) has been filed separately with the Secretary of the...Security Agreement • February 3rd, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
SECURITY AGREEMENT dated as of June 4, 2010 (this “Agreement”), among DT ACCEPTANCE CORPORATION, an Arizona corporation (“DTAC”), DRIVETIME AUTOMOTIVE GROUP, INC., a Delaware corporation (“DTAG” and, together with DTAC, the “Issuers”), DRIVETIME CAR SALES COMPANY, LLC, an Arizona limited liability company (the “Secured Guarantor” and together with the Issuers, the “Grantors” and each a “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
