Attached files
| file | filename |
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| EX-10.1 - DRIVETIME AUTOMOTIVE GROUP INC | v200022_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): October 20, 2010
DriveTime
Automotive Group, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-14759
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86-0721358
|
||
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(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
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DT
Acceptance Corporation
(Exact
name of registrant as specified in its charter)
|
Arizona
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333-169730
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82-0587346
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||
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(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
No.)
|
|
4020
East Indian School Road
Phoenix,
Arizona
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85018
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|
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(Address
of registrants’ principal executive offices)
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(Zip
Code)
|
Registrants’
telephone number, including area code: (602) 852-6600
|
N/A
|
|
(Former
name or former address, if changed since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry into a Material Definitive
Agreement.
Amendment No. 7 to the Third
Amended and Restated Loan and Security Agreement
On
October 20, 2010, DriveTime Automotive Group, Inc., a Delaware corporation
(“DTAG”), entered into Amendment No. 7 to the Third Amended and Restated Loan
and Security Agreement (the “Inventory Amendment”), amending the Third Amended
and Restated Loan and Security Agreement, dated August 10, 2009, by and among
DTAG, DriveTime Sales and Finance Company, LLC, an Arizona limited liability
company, as successor in interest to DriveTime Sales and Finance Corporation,
DriveTime Car Sales Company, LLC, an Arizona limited liability company, as
successor in interest to DriveTime Car Sales, Inc. (collectively, the
“Borrowers”), Santander Consumer USA Inc., an Illinois corporation, as a lender,
and as the agent for the lenders, and Manheim Automotive Financial Services,
Inc., a Delaware corporation, as a lender (the “Inventory
Agreement”).
The
Inventory Amendment amends the definitions in the Inventory Agreement of (i)
“Applicable Margin” to change it from 5.00% to 3.00%, (ii) “Termination Date” to
extend the date of termination from October 21, 2010 to October 19, 2011 and
(iii) “Approved Indebtedness” to extend the date of termination for any
indebtedness to qualify as Approved Indebtedness from December 31, 2011 to
December 31, 2012.
The
Inventory Amendment also amends (i) Section 3.2(b) of the Inventory Agreement to
reflect the calculation of the Non-Utilization Fee against each Lender’s
Aggregate Commitment, subject to certain thresholds set forth therein, (ii)
Section 4.2(c) to reflect that the rate of interest, if LIBOR ceases to be
available, cannot be below zero, (iii) and Section 10.14 to provide a
requirement of notification of Lenders for any breach, event of default or
default, event of termination, acceleration or the occurrence of any event
requiring a mandatory prepayment or mandatory offer to purchase (or similar
event) under any other material agreement of any Borrower, DT Acceptance
Corporation (“DTAC”) or any subsidiary of DTAG or DTAC, and (iv) Section 12.1(k)
of the Inventory Agreement to include and event of default for the failure to
maintain a first priority lien on the collateral securing the Inventory
Agreement.
The
foregoing description of the Inventory Agreement and the Inventory
Amendment is only a summary, does not purport to be complete and is qualified in
its entirety by reference to the Inventory Agreement, which was filed as Exhibit
10.9.1 to the Registration Statement on Form S-4 (File No. 333-169730) filed on
October 1, 2010 and the Inventory Amendment, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 9.01. Financial
Statements and Exhibits.
| (d) | Exhibits | |
| Exhibit | ||
| Number |
Description
|
|
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10.1
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Amendment
No. 7, dated October 20, 2010, to the Third Amended and Restated Loan and
Security Agreement, dated August 10, 2009, by and among DriveTime
Automotive Group, Inc., a Delaware corporation, DriveTime Sales and
Finance Company, LLC, an Arizona limited liability company, as successor
in interest to DriveTime Sales and Finance Corporation, DriveTime Car
Sales Company, LLC, an Arizona limited liability company, as successor in
interest to DriveTime Car Sales, Inc., Santander Consumer USA Inc., an
Illinois corporation, as a lender, and as the agent for the lenders, and
Manheim Automotive Financial Services, Inc., a Delaware corporation, as a
lender
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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DriveTime Automotive Group,
Inc.
(Registrant)
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||
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Date:
October 25, 2010
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By: /s/ Mark G.
Sauder
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Mark G. Sauder
Chief Financial Officer
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DT Acceptance Corporation
(Registrant)
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Date:
October 25, 2010
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By: /s/
Mark G. Sauder
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Mark G. Sauder
Chief Financial Officer
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3
EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Amendment
No. 7, dated October 20, 2010, to the Third Amended and Restated Loan and
Security Agreement, dated August 10, 2009, by and among DriveTime
Automotive Group, Inc., a Delaware corporation, DriveTime Sales and
Finance Company, LLC, an Arizona limited liability company, as successor
in interest to DriveTime Sales and Finance Corporation, DriveTime Car
Sales Company, LLC, an Arizona limited liability company, as successor in
interest to DriveTime Car Sales, Inc., Santander Consumer USA Inc., an
Illinois corporation, as a lender, and as the agent for the lenders, and
Manheim Automotive Financial Services, Inc., a Delaware corporation, as a
lender
|