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.
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”).
TO BE PLACED ON DRIVETIME LETTERHEAD] August 2, 2010DT Credit Company, LLC • February 3rd, 2011 • Retail-auto dealers & gasoline stations
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).
ContractPledge Agreement • February 3rd, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
PLEDGE AGREEMENT dated as of June 4, 2010 (this “Agreement”), between DT ACCEPTANCE CORPORATION, an Arizona Corporation (the “Pledgor”) 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, referred to below).
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 3rd, 2011 • DT Credit Company, LLC • Retail-auto dealers & gasoline stations • New York
Intercreditor Agreement (this “Agreement”), dated as of June 4, 2010, among SANTANDER CONSUMER USA INC. (“Santander”) and MANHEIM AUTOMOTIVE FINANCIAL SERVICES, INC. (“MAFS” and together with Santander, collectively, the “First Priority Creditors”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), and as Trustee (in such capacity, with its successors and assigns, the “Trustee”) for the Holders (as defined below), DRIVETIME AUTOMOTIVE GROUP, INC. (“DTAG”), DRIVETIME SALES AND FINANCE COMPANY, LLC (“DTSFC”), DRIVETIME CAR SALES COMPANY, LLC (“DTCS” and, together with DTAG and DTSFC, the “Borrowers”), and DT ACCEPTANCE CORPORATION, an Arizona corporation (“DTAC” and, together with DTAG, the “Second Lien Issuers”), and each of the other Loan Parties (such term, and other capitalized terms use
