SECOND SUPPLEMENTAL INDENTURE dated as of August 16, 2011 among DRIVETIMEAUTOMOTIVE GROUP, INC., DT ACCEPTANCE CORPORATION, GO FINANCIAL COMPANY LLC, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 12.625% Senior Secured Notes due 2017
Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
dated as of August 16, 2011
among
DRIVETIME AUTOMOTIVE GROUP, INC.,
DT ACCEPTANCE CORPORATION,
GO FINANCIAL COMPANY LLC,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
12.625%
Senior Secured Notes due
2017
THIS SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), entered into as of August 16, 2011, among DRIVETIME AUTOMOTIVE GROUP, INC., a Delaware corporation (DTAG) and DT ACCEPTANCE CORPORATION, an Arizona corporation (DTAC and together with DTAG, the Issuers), GO FINANCIAL 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 Second 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 Second 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 Second 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 Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Second Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Second Supplemental Indenture will henceforth be read together.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
DRIVETIME AUTOMOTIVE GROUP, INC., as Issuer | ||
By: | /s/ Mark G. Sauder | |
Name: | Mark G. Sauder | |
Title: | Chief Financial Offier | |
DT ACCEPTANCE CORPORATION, as Issuer | ||
By: | /s/ Jon Ehlinger | |
Name: | Jon Ehlinger | |
Title: | Secretary | |
GO FINANCIAL COMPANY LLC, as Guarantor | ||
By: | /s/ Jon Ehlinger | |
Name: | Jon 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 |