Loan Agreement by DriveTime Sales & Finance Company, LLC

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Company: DriveTime Sales & Finance Company, LLC
SEC CIK: 1503710
SEC Type: EX-10.1
SIC Code: 5500
SIC Industry: RETAIL-AUTO DEALERS & GASOLINE STATIONS
Date Filed: 2012-04-05

Date Filed: 
04/05/2012
SKU: RDPKMD-C-38XW-4
Joinder Agreement

Exhibit 10.1

JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of March 30, 2012 (the “Joinder”), is made by Carvana, LLC, an Arizona limited liability company (the “Additional Borrower”), DriveTime Automotive Group, Inc., (“DriveTime”), a Delaware corporation, DriveTime Sales and Finance Company, LLC (“DriveTime Sales”), an Arizona limited liability company, DriveTime Car Sales Company, LLC (“Car Sales”), an Arizona limited liability company, and DriveTime Ohio Company, LLC (“DriveTime Ohio”), an Arizona limited liability company (each a “Borrower” and collectively the “Borrowers”), and Wells Fargo Bank, N.A., a national banking association (together with its successors and assigns, “WFBNA”), as the lead lender, and as the agent (the “Agent”) for the Lenders (as hereinafter defined).

RECITALS

A. The Borrowers, WFBNA, as Agent and a lender, Santander Consumer USA Inc., an Illinois corporation (together with its successors and assigns, “SCUSA”), as a lender, and Manheim Automotive Financial Services, Inc., a Delaware corporation (together with its successors and assigns, “MAFS”), as a lender (WFBNA, SCUSA and MAFS referred to herein individually as “Lender” and collectively as “Lenders”) entered into the Loan and Security Agreement, dated October 28, 2011 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Loan Agreement”).

B. Pursuant to Section 10.21 of the Loan Agreement, at the time that any Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, such Borrower shall cause any such new Subsidiary to become a “Borrower” under the Loan Agreement and the other Loan Documents.

C. The Additional Borrower was formed on March 9, 2012 and is a wholly-owned Subsidiary of Car Sales.

NOW, THEREFORE, in consideration of the foregoing Recitals and the terms, covenants, and conditions of this Joinder, the receipt of which and sufficiency of which are hereby acknowledged, the Additional Borrower, Borrowers, WFBNA, SCUSA and MAFS agree as follows:

1. Defined Terms. Capitalized terms used and not otherwise defined in this Joinder have the same meaning or meanings given to them in the Credit Agreement.

2. Joinder as Borrower. The Additional Borrower, by its signature below, assumes and agrees to be bound by all of the terms, covenants, representations, warranties and conditions of the Loan Agreement, Notes and other Loan Documents, jointly and severally with the other Persons comprising the Borrowers, and assumes and agrees to be bound thereby as a “Borrower” as if the Additional Borrower had originally executed the Loan Documents. Borrowers, WFBNA, SCUSA and MAFS agree that Additional Borrower shall be deemed a “Borrower” under the Loan Agreement and all other Loan Documents. Each reference to a “Borrower” or “Borrowers” in the Loan Documents shall be deemed to include the Additional Borrower.


3. Representations and Warranties. The Additional Borrower hereby represents and warrants to the Agent and the Lenders that (a) this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, (b) the representations and warranties of the Borrowers set forth in the Loan Agreement and the other Loan Documents (if any) are true and correct representations and warranties of the Additional Borrower on and as of the date hereof except to the extent a representation and warranty expressly relates solely to a specific date, in which case such representation and warranty is true and correct on such date, and (c) it has reviewed and approved of copies of the Notes, Loan Agreement and Loan Documents related thereto and described therein. The Additional Borrower agrees to execute and deliver such additional documents as Required Lenders may

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