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EX-4.1 - FOURTH SUPPLEMENTAL INDENTURE - DRIVETIME AUTOMOTIVE GROUP INCd330137dex41.htm
EX-4.2 - SUPPLEMENT NO. 2 - DRIVETIME AUTOMOTIVE GROUP INCd330137dex42.htm
EX-10.1 - JOINDER AGREEMENT - DRIVETIME AUTOMOTIVE GROUP INCd330137dex101.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 30, 2012

 

 

 

Commission File
Number

  

Registrant, State of Incorporation;

Address; Telephone Number

  

I.R.S. Employer
Identification Number

001-14759   

DRIVETIME AUTOMOTIVE GROUP, INC.

(A Delaware Corporation)

4020 East Indian School Road, Phoenix, Arizona 85018

(602) 852-6600

   86-0721358
333-169730   

DT ACCEPTANCE CORPORATION

(An Arizona Corporation)

4020 East Indian School Road, Phoenix, Arizona 85018

(602) 852-6600

   82-0587346
333-169730-02   

DT JET LEASING, LLC

(An Arizona Limited Liability Company)

4020 East Indian School Road, Phoenix, Arizona 85018

(602) 852-6600

   27-1063772
333-169730-04   

DRIVETIME SALES AND FINANCE COMPANY, LLC

(An Arizona Limited Liability Company)

4020 East Indian School Road, Phoenix, Arizona 85018

(602) 852-6600

   86-0657074
333-169730-05   

DT CREDIT COMPANY, LLC

(An Arizona Limited Liability Company)

4020 East Indian School Road, Phoenix, Arizona 85018

(602) 852-6600

   86-0677984
333-169730-06   

DRIVETIME CAR SALES COMPANY, LLC

(An Arizona Limited Liability Company)

4020 East Indian School Road, Phoenix, Arizona 85018

(602) 852-6600

   86-0683232

 

 

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.

Fourth Supplemental Indenture and Supplement No. 1 to the Security Agreement

DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG”), and DT Acceptance Corporation, an Arizona corporation (“DTAC” and together with DTAG, the “Issuers”) are co-issuers, jointly and severally of the 12.625% Senior Secured Notes Due 2017 (the “Notes”) pursuant to the Indenture, dated as of June 4, 2010 (the “Indenture”) among the Issuers, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (the “Trustee”) and are parties to the Security Agreement, dated as of June 4, 2010 (the “Security Agreement”) among DriveTime Car Sales Company, LLC, an Arizona limited liability company (“DTCS”) and the Trustee.

On March 9, 2012, Carvana, LLC (“Carvana”), a wholly-owned subsidiary of DTCS was formed. Accordingly, pursuant to the Indenture and the Security Agreement, on March 30, 2012, the Issuers, Carvana and the Trustee entered into the Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) whereby Carvana became a Guarantor under the Indenture and the Issuers, DTCS and Wells Fargo Bank, National Association entered into Supplement No. 2 (the “Supplement”) to the Security Agreement whereby Carvana became a party to the Security Agreement.

Joinder to Inventory Agreement

DTAG, DriveTime Sales and Finance Company, LLC, DTCS, and DriveTime Ohio Company, LLC, (each a “Borrower” and collectively the “Borrowers”) and Wells Fargo Bank, N.A., a national banking association (“WFBNA”), as the lead lender, and as the agent for the lenders, Santander Consumer USA Inc., an Illinois corporation, as a lender, and Manheim Automotive Financial Services, Inc., a Delaware corporation, as a lender are party to that certain Loan and Security Agreement, dated October 28, 2011 (the “Loan Agreement”). As described above, on March 9, 2012, Carvana was formed. Accordingly, on March 30, 2012, Carvana, the Borrowers and WFBNA entered into the Joinder Agreement (the “Joinder”) whereby Carvana became a Borrower under the Loan Agreement and the other Loan Documents and agreed to be bound by the terms of the Loan Agreement and the other Loan Documents.

The foregoing description of the Indenture, the Fourth Supplemental Indenture, the Security Agreement, the Supplement, the Loan Agreement and the Joinder is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Indenture which is filed as Exhibit 4.1.1 to the Amendment No. 1 to the Form S-4 Registration Statement filed on October 19, 2010, the Fourth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, the Security Agreement which is filed as Exhibit 4.1.3 to the Amendment No. 4 to the Form S-4 Registration Statement filed on February 3, 2011, the Supplement, which is filed as Exhibit 4.2 to this Current Report on Form 8-K, the Loan Agreement, which is filed as Exhibit 10.5 to DTAG’s Quarterly Report on Form 10-Q filed on November 14, 2011 and the Joinder, 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

  4.1    Fourth Supplemental Indenture, dated March 30, 2012, by and among DriveTime Automotive Group, Inc., DT Acceptance Corporation, Wells Fargo Bank, National Association, as Trustee and Collateral Agent and Carvana, LLC
  4.2    Supplement No. 2, dated March 30, 2012 to the Security Agreement dated as of June 4, 2010, among DriveTime Automotive Group, Inc., DT Acceptance Corporation, DriveTime Car Sales Company, LLC and Wells Fargo Bank, National Association, as collateral agent for the Secured Parties
10.1    Joinder Agreement, dated March 30, 2012, among Carvana, LLC, DriveTime Automotive Group, Inc., DriveTime Sales and Finance Company, LLC, DriveTime Car Sales Company, LLC, DriveTime Ohio Company, LLC and Wells Fargo Bank, N.A., a national banking association, as the lead lender, and as the agent for the 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: April 5, 2012   DRIVETIME AUTOMOTIVE GROUP, INC.
  By:  

/s/ Mark G. Sauder

    Mark G. Sauder
    Chief Financial Officer
Date: April 5, 2012   DT ACCEPTANCE CORPORATION
  By:  

/s/ Mark G. Sauder

    Mark G. Sauder
    Chief Financial Officer
Date: April 5, 2012   DT JET LEASING, LLC
  By:  

/s/ Raymond Fidel

    Raymond Fidel
    President, Chief Executive Officer and Manager
Date: April 5, 2012   DRIVETIME SALES AND FINANCE COMPANY, LLC
  By:  

/s/ Raymond Fidel

    Raymond Fidel
    President, Chief Executive Officer and Manager
Date: April 5, 2012   DT CREDIT COMPANY, LLC
  By:  

/s/ Raymond Fidel

    Raymond Fidel
    President and Manager
Date: April 5, 2012   DRIVETIME CAR SALES COMPANY, LLC
  By:  

/s/ Raymond Fidel

    Raymond Fidel
    President and Manager


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  4.1    Fourth Supplemental Indenture, dated March 30, 2012, by and among DriveTime Automotive Group, Inc., DT Acceptance Corporation, Wells Fargo Bank, National Association, as Trustee and Collateral Agent and Carvana, LLC
  4.2    Supplement No. 2, dated March 30, 2012 to the Security Agreement dated as of June 4, 2010, among DriveTime Automotive Group, Inc., DT Acceptance Corporation, DriveTime Car Sales Company, LLC and Wells Fargo Bank, National Association, as collateral agent for the Secured Parties
10.1    Joinder Agreement, dated March 30, 2012, among Carvana, LLC, DriveTime Automotive Group, Inc., DriveTime Sales and Finance Company, LLC, DriveTime Car Sales Company, LLC, DriveTime Ohio Company, LLC and Wells Fargo Bank, N.A., a national banking association, as the lead lender, and as the agent for the lenders