8-K

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

EX-4.1

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE

dated as of March 30, 2012

among

DRIVETIME AUTOMOTIVE GROUP, INC.,

DT ACCEPTANCE CORPORATION,

CARVANA, LLC,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

12.625%

Senior Secured Notes due

2017

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), entered into as of March 30, 2012, among DRIVETIME AUTOMOTIVE GROUP, INC., a Delaware corporation (“DTAG”) and DT ACCEPTANCE CORPORATION, an Arizona corporation (“DTAC” and together with DTAG, the “Issuers”), CARVANA, 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 Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5. This Fourth Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Fourth Supplemental Indenture will henceforth be read together.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.

DRIVETIME AUTOMOTIVE GROUP, INC., as Issuer
By:	/s/ Jon Ehlinger
	Name:	Jon Ehlinger
	Title:	Secretary
DT ACCEPTANCE CORPORATION, as Issuer
By:	/s/ Steven P. Johnson
	Name:	Steven P. Johnson
	Title:	President
CARVANA, LLC, as Guarantor
By:	/s/ Jon Ehlinger
	Name:	Jon Ehlinger
	Title:	Manager
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
By:	/s/ Raymond Delli Colli
	Name:	Raymond Delli Colli
	Title:	Vice President

EX-4.2

Exhibit 4.2

SUPPLEMENT NO. 2 dated as of March 30, 2012 (this “Supplement”), to the Security Agreement dated as of June 4, 2010 (as amended, supplemented or otherwise modified from time to time the “Security Agreement”), among DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG”), DT Acceptance Corporation, an Arizona corporation (“DTAC” and together with DTAG the “Issuers”), DriveTime Car Sales Company, LLC, an Arizona limited liability company (the “Secured Guarantor” and together with the Issuers, the “Grantors” and each a “Grantor”) and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement).

A. Reference is made to (a) the Indenture, dated as of June 4, 2010 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuers, the Secured Guarantor, the other Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), pursuant to which the Issuers issued 12.625% Senior Secured Notes due 2017 (collectively, the “Notes”), and (b) the Intercreditor Agreement dated as of June 4, 2010 (as amended, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), among the Issuers, the Secured Guarantor, DriveTime Sales and Finance Company, LLC, the Collateral Agent and Manheim Automotive Financial Services, Inc. and Santander Consumer USA Inc., as lenders under the Senior Inventory Facility (as defined in the Indenture).

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and, if not defined therein, in the Indenture.

C. The Grantors have entered into the Security Agreement in order to induce the Holders to purchase Notes. Each Subsidiary of an Issuer that is a Guarantor under the Indenture that pledges Inventory pursuant to a Permitted Inventory Facility is required to enter into the Security Agreement as a Grantor upon becoming a Secured Guarantor. Section 7.15 of the Security Agreement provides that such Guarantor may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement.

Accordingly, the Collateral Agent and the undersigned (the “New Grantor”) agree as follows:

SECTION 1. In accordance with Section 7.15 of the Security Agreement, the New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct 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 shall be true and correct on such date. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Secured Obligations (as defined

in the Security Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Grantor’s right, title and interest in and to the Grantor Collateral of the New Grantor. Each reference to a “Grantor” or “Secured Guarantor” in the Security Agreement shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein by reference.

SECTION 2. In accordance with Section 7.17 of the Security Agreement, the Liens created by the Security Agreement with respect to the Grantor Collateral are junior and subordinate to the Liens on such property created by any similar instrument now or hereafter granted to any First Priority Creditor, in such property, in accordance with the provisions of the Intercreditor Agreement. Notwithstanding anything to the contrary, the exercise of any right or remedy by the Collateral Agent hereunder with respect to the Grantor Collateral is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the Security Agreement with respect to the Grantor Collateral, the terms of the Intercreditor Agreement shall govern.

SECTION 3. The New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement 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.

SECTION 4. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 5. The New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Grantor Collateral of the New Grantor and (b) set forth under its signature hereto, is the true and correct location of the chief executive office of the New Grantor.

SECTION 6. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 7. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

SECTION 8. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity,

legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9. All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Security Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature below, with a copy to the Issuer.

SECTION 10. The New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

[Signature Pages Follow]

IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

CARVANA, LLC
By:	/s/ Jon Ehlinger
Name:	Jon Ehlinger
Title:	Manager
4020 E. Indian School Rd.
Phoenix, Arizona 85018
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ Raymond Delli Colli
Name:	Raymond Delli Colli
Title:	Vice President

Schedule I to Supplement No. 2

to the Security Agreement

LOCATION OF COLLATERAL

Grantor	Description	Location
Carvana, LLC	Motor Vehicles

EX-10.1

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 reasonably require including with respect to Liens securing the Obligations.

4. Consent and Acceptance. The Borrowers, Agent and the Lenders hereby consent to the joinder of the Additional Borrower and the assumption of the Loan Documents by the Additional Borrower and agree and acknowledge that after the date of this Joinder, the Additional Borrower shall be a “Borrower” for all purposes of the Loan Documents. Additional Borrower shall be a co-obligor/co-borrower with the Borrowers with respect to Loan Agreement, Notes and other Loan Documents, and shall be jointly and severally liable with the Borrowers for repayment of the Inventory Facility and the Obligations thereunder. Nothing herein shall be construed to or shall release any Borrower from its obligations to repay the Notes or perform its obligations under the Loan Documents.

5. Reaffirmation. All of the terms, covenants and conditions of the Loan Agreement, Notes and other Loan Documents, are hereby ratified, reaffirmed and confirmed and shall continue in full force and effect, except as amended hereby, as therein written and are not intended to be re-enacted as of the above date, but rather to be effective as of the original date of such documents.

6. Incorporation of Loan Documents. All of the terms, covenants and conditions of the Loan Documents are incorporated in this Joinder as if set forth in full herein.

7. Update of Exhibit 8.1(S). Pursuant to Section 10.21 of the Loan Agreement, attached is an updated Exhibit 8.1(S) to the Loan Agreement reflecting the addition of the Additional Borrower.

8. Acknowledgement. Pursuant to Section 10.21 of the Loan Agreement, the Borrowers provided notice of the formation of the Additional Borrower within the required timeframe set forth in the Loan Agreement. The parties hereto acknowledge and agree that the Agent in its sole discretion, as permitted under Section 10.21 of the Loan Agreement, extended the time period set forth in Section 10.21 of the Loan Agreement for the execution of this Joinder and the other required documentation.

9. Counterparts. This Joinder may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

2

10. Binding Effect. This Joinder shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns, and nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Joinder.

11. Amendment and Waiver. No amendment of this Joinder, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in a writing and signed by the parties hereto.

12. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

13. Headings. Section headings used herein are for convenience of reference only, are not part of this Joinder and shall not affect the construction of, or be taken into consideration in interpreting, this Joinder.

[SIGNATURE PAGES FOLLOW]

3

IN WITNESS WHEREOF, this Joinder is executed as of the date first above written.

WELLS FARGO BANK, N.A., as Agent and Lead Lender
By:	/s/ Michael R. Burkitt
	Name:	Michael R. Burkitt
	Title:	Senior Vice President
DRIVETIME AUTOMOTIVE GROUP, INC.
By:	/s/ Raymond Fidel
Name:	Raymond Fidel
Title:	President and CEO
DRIVETIME CAR SALES COMPANY, LLC
By:	/s/ Raymond Fidel
Name:	Raymond Fidel
Title:	President
DRIVETIME SALES AND FINANCE COMPANY, LLC
By:	/s/ Raymond Fidel
Name:	Raymond Fidel
Title:	President and CEO
DRIVETIME OHIO COMPANY, LLC
By:	/s/ Raymond Fidel
Name:	Raymond Fidel
Title:	President and CEO
CARVANA, LLC
By:	/s/ Ernie Garcia Jr.
Name:	Ernie Garcia Jr.
Title:	President

EXHIBIT 8.1(S)

ACTIVE AND INACTIVE SUBSIDIARIES

Active Subsidiaries

DriveTime Automotive Group, Inc.

DriveTime Sales and Finance Company, LLC

DriveTime Car Sales Company, LLC

Drake Property & Casualty Insurance Co.

DriveTime Ohio Company, LLC

Carvana, LLC

DriveTime Sales and Finance Company, LLC

DriveTime Car Sales Company, LLC

Drake Property & Casualty Insurance Co.

DriveTime Ohio Company, LLC

Carvana, LLC

DriveTime Car Sales Company, LLC

DriveTime Ohio Company, LLC

Carvana, LLC

DriveTime Ohio Company, LLC

None

Non-active Subsidiaries

None