Exhibit 4.1
THIRD SUPPLEMENTAL INDENTURE
dated as of October 6, 2011
among
DRIVETIME AUTOMOTIVE GROUP, INC.,
DT ACCEPTANCE CORPORATION,
DRIVETIME OHIO COMPANY, LLC,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
12.625%
Senior Secured Notes due
2017
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), entered into as of October 6, 2011, among DRIVETIME AUTOMOTIVE GROUP, INC., a Delaware corporation (“DTAG”) and DT ACCEPTANCE CORPORATION, an Arizona corporation (“DTAC” and together with DTAG, the “Issuers”), DRIVETIME OHIO COMPANY, LLC, an Arizona limited liability company (the “Undersigned”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Issuers, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of June 4, 2010 (the “Indenture”), relating to the Issuers’ 12.625% Senior Secured Notes Due 2017 (the “Notes”);
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuers agreed pursuant to the Indenture to cause any newly acquired or created Restricted Subsidiaries to provide Guarantees in certain circumstances.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Third Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Undersigned, by its execution of this Third Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 11 thereof.
Section 3. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.
Section 4. This Third Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Third Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Third Supplemental Indenture will henceforth be read together.
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.
DRIVETIME AUTOMOTIVE GROUP, INC., as Issuer | ||
| By: | /s/ Raymond Fidel | |
| Name: | Raymond Fidel | |
| Title: | President and Chief Executive Officer | |
DT ACCEPTANCE CORPORATION, as Issuer | ||
| By: | /s/ Steven P. Johnson | |
| Name: | Steven P. Johnson | |
| Title: | President | |
DRIVETIME OHIO COMPANY, LLC, as Guarantor | ||
| By: | /s/ Jon D. Ehlinger | |
| Name: | Jon D. Ehlinger | |
| Title: | Secretary | |
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent | ||
| By: | /s/ Raymond Delli Colli | |
| Name: | Raymond Delli Colli | |
| Title: | Vice President | |