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 April 1, 2010 among DT WAREHOUSE III, 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 • October 19th, 2010 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
This LOAN AND SERVICING AGREEMENT, dated as of April 1, 2010 is among DT WAREHOUSE III, 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 UBS REAL ESTATE SECURITIES INC., 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”).
DT ACCEPTANCE CORPORATION DRIVETIME AUTOMOTIVE GROUP, INC. $200,000,000 12.625% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2010 • 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/Placement Agreement dated May 27, 2010, by and among the Issuers, the Initial Purchasers and the subsidiary guarantors (the “Subsidiary Guarantors”) named therein (the “Purchase/Placement Agreement”), up to $163,000,000 aggregate principal amount of 12.625% Senior Secured Notes due 2017 issued by the Issuers (each, a “Note” and collectively, the “Notes”). The Initial Purchasers will also act as the Issuers’ sole placement agents in connection with the Issuers’ offer and sale to certain “accredited investors” (as such term is defined in Regulation D under the Securities Act of 1933) of certain of the Notes. Concurrently with these offerings of the Notes, the Issuers in
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 • October 19th, 2010 • 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.
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).
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”).
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. 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”).
