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EX-10.1 - AMENDMENT NO. 4 TO THE LOAN AND SERVICING AGREEMENT - DRIVETIME AUTOMOTIVE GROUP INCd319952dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 15, 2012

 

 

 

Commission File
Number

 

Registrant, State of Incorporation;

Address; Telephone Number

 

I.R.S. Employer
Identification Number

001-14759   DRIVETIME AUTOMOTIVE GROUP, INC.   86-0721358
  (A Delaware Corporation)  
  4020 East Indian School Road, Phoenix, Arizona 85018  
  (602) 852-6600  
333-169730   DT ACCEPTANCE CORPORATION   82-0587346
  (An Arizona Corporation)  
  4020 East Indian School Road, Phoenix, Arizona 85018  
  (602) 852-6600  
333-169730-02   DT JET LEASING, LLC   27-1063772
  (An Arizona Limited Liability Company)  
  4020 East Indian School Road, Phoenix, Arizona 85018  
  (602) 852-6600  
333-169730-04   DRIVETIME SALES AND FINANCE COMPANY, LLC   86-0657074
  (An Arizona Limited Liability Company)  
  4020 East Indian School Road, Phoenix, Arizona 85018  
  (602) 852-6600  
333-169730-05   DT CREDIT COMPANY, LLC   86-0677984
  (An Arizona Limited Liability Company)  
  4020 East Indian School Road, Phoenix, Arizona 85018  
  (602) 852-6600  
333-169730-06   DRIVETIME CAR SALES COMPANY, LLC   86-0683232
  (An Arizona Limited Liability Company)  
  4020 East Indian School Road, Phoenix, Arizona 85018  
  (602) 852-6600  

 

 

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)

 

¨ 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))

 

¨ 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 to RBS Warehouse

On March 15, 2012, DriveTime Automotive Group, Inc. and DriveTime Acceptance Corporation (“DTAC”), through DTAC’s wholly-owned subsidiaries, DT Warehouse IV, LLC (“DT Warehouse IV”), and DT Credit Company, LLC (“DTCC”), entered into Amendment No. 4 to the Loan and Servicing Agreement (the “Amendment”), amending the Loan and Servicing Agreement, dated July 23, 2010, by and among DT Warehouse IV, as Borrower, DTCC, as Servicer, Wells Fargo Bank, National Association, as Backup Servicer, Paying Agent and Securities Intermediary, the Commercial Paper Conduits from time to time party thereto, the Financial Institutions from time to time party thereto, and The Royal Bank of Scotland plc, as Program Agent for the Conduit Lenders and Committed Lenders (the “Loan and Servicing Agreement”).

The Amendment amends the following in the Loan and Servicing Agreement:

(i) extended the termination date of the Loan and Servicing Agreement until March 14, 2013; and

(ii) removed the requirement in the Loan and Servicing Agreement that DTAC maintain a demand note in favor of DT Warehouse IV.

The foregoing description of the Amendment and the Loan and Servicing Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the Loan and Servicing Agreement, which is filed as Exhibit 10.11 to Amendment No. 7 to the Form S-4 Registration Statement filed on April 27, 2011 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  

Description

10.1    Amendment No. 4, dated March 15, 2012, to the Loan and Servicing Agreement, dated July 23, 2010, by and among DT Warehouse IV, LLC, DT Credit Company, LLC, Wells Fargo Bank, National Association, as Backup Servicer, Paying Agent and Securities Intermediary, the commercial paper conduits from time to time party thereto, the financial institutions from time to time party thereto, and The Royal Bank of Scotland plc, as Program Agent for the Conduit Lenders and Committed Lenders


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.

 

Date: March 21, 2012   DRIVETIME AUTOMOTIVE GROUP, INC.
  By:  

/s/ Mark G. Sauder

    Mark G. Sauder
    Chief Financial Officer
Date: March 21, 2012   DT ACCEPTANCE CORPORATION
  By:  

/s/ Mark G. Sauder

    Mark G. Sauder
    Chief Financial Officer
Date: March 21, 2012   DT JET LEASING, LLC
  By:  

/s/ Raymond Fidel

    Raymond Fidel
    President, Chief Executive Officer and Manager
Date: March 21, 2012   DRIVETIME SALES AND FINANCE COMPANY, LLC
  By:  

/s/ Raymond Fidel

    Raymond Fidel
    President, Chief Executive Officer and Manager
Date: March 21, 2012   DT CREDIT COMPANY, LLC
  By:  

/s/ Raymond Fidel

    Raymond Fidel
    President and Manager
Date: March 21, 2012   DRIVETIME CAR SALES COMPANY, LLC
  By:  

/s/ Raymond Fidel

    Raymond Fidel
    President and Manager


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Amendment No. 4, dated March 15, 2012, to the Loan and Servicing Agreement, dated July 23, 2010, by and among DT Warehouse IV, LLC, DT Credit Company, LLC, Wells Fargo Bank, National Association, as Backup Servicer, Paying Agent and Securities Intermediary, the commercial paper conduits from time to time party thereto, the financial institutions from time to time party thereto, and The Royal Bank of Scotland plc, as Program Agent for the Conduit Lenders and Committed Lenders