EX-4.1 3 d822644dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 SANTANDER DRIVE AUTO RECEIVABLES TRUST 2025-2 Class A-1 4.553% Auto Loan Asset Backed Notes Class A-2 4.71% Auto Loan Asset Backed Notes Class A-3 4.67% Auto Loan Asset Backed Notes Class B 4.87% Auto Loan Asset Backed Notes Class C 5.06% Auto Loan Asset Backed Notes Class D 5.47% Auto Loan Asset Backed Notes Class E 7.19% Auto Loan Asset Backed Notes INDENTURE Dated as of March 26, 2025 CITIBANK, N.A., as the Indenture Trustee CROSS REFERENCE TABLE 1 TIA Section Indenture Section 310 (a) (1) 6.11 (a) (2) 6.11 (a) (3) 6.10; 6.11 (a) (4) N.A.2 (a) (5) 6.11 (b) 6.8; 6.11 (c) N.A. 311 (a) 6.12 (b) 6.12 (c) N.A. 312 (a) 7.1 (b) 7.2 (c) 7.2 313 (a) 7.3 (b) (1) 7.3 (b) (2) 7.3 (c) 7.3 (d) 7.3 314 (a) 3.9 (b) 3.6; 11.16 (c) (1) 11.1 (c) (2) 11.1 (c) (3…
Open exhibit ↗Current Report · Items 1.01, 8.01, 9.01 · 8-K
Santander Drive Auto Receivables Trust 2025-2
Entry into a Material Definitive Agreement · Other Events
Item 1.01. Entry into a Material Definitive Agreement. On March 18, 2025, Santander Drive Auto Receivables LLC (“Santander Drive”) and Santander Consumer USA Inc. (“SC”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Santander US Capital Markets LLC, on behalf of itself and as representative of the several underwriters (collectively, the “Underwriters”), for the sale of…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On March 18, 2025, Santander Drive Auto Receivables LLC (“Santander Drive”) and Santander Consumer USA Inc. (“SC”)
entered into an Underwriting Agreement (the “Underwriting Agreement”) with Santander US Capital Markets LLC, on behalf of itself and as representative of the several underwriters (collectively, the “Underwriters”), for the sale
of the following notes to be issued by Santander Drive Auto Receivables Trust 2025-2 (the “Issuer”): the Class A-2 4.71% Auto Loan Asset Backed Notes, the Class A-3 4.67% Auto Loan Asset Backed Notes, the Class B 4.87% Auto Loan Asset Backed Notes, the Class C 5.06% Auto Loan Asset Backed Notes and the Class D 5.47% Auto Loan Asset Backed
Notes (collectively, the “Publicly Registered Notes”). The Publicly Registered Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3 (Commission File No. 333-284121). The Issuer will initially retain the Class A-1 4.553% Auto Loan Asset Backed
Notes and the Class E 7.19% Auto Loan Asset Backed Notes (the “Retained Notes” and together with the Publicly Registered Notes, the “Notes”). It is anticipated that the Notes will be issued on March 26, 2025 (the
“Closing Date”).
Attached as Exhibit 1.1 is the Underwriting Agreement.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On the
Closing Date, SC and Santander Drive will enter into a Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), pursuant to which SC will transfer to Santander Drive certain motor vehicle retail installment sales
contracts and installment loans relating to certain new and used automobiles, heavy-duty trucks, light-duty trucks, SUVs and vans (the “Receivables”) and related property. The Issuer, a Delaware statutory trust, was established by a Trust
Agreement, dated as of December 21, 2023, which was amended and restated by an Amended and Restated Trust Agreement, dated as of January 30, 2025, which was amended and restated by a Second Amended and Restated Trust Agreement, dated as of
the Closing Date (the “Second Amended and Restated Trust Agreement”) by and between Santander Drive and Wilmington Trust, National Association, as owner trustee. On the Closing Date, the Issuer will enter into a Sale Agreement, to be dated
as of the Closing Date (the “Sale Agreement”), with Santander Drive, as seller, pursuant to which the Receivables and related property will be transferred to the Issuer. On the Closing Date, the Issuer will enter into a Servicing
Agreement, dated as of the Closing Date (the “Servicing Agreement”), with SC, as servicer, administrator and sponsor, and Citibank, N.A., as indenture trustee (the “Indenture Trustee”), pursuant to which SC will agree to act as
servicer for the Receivables.
On the Closing Date, the Issuer, SC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, will enter into an Asset Representations Review Agreement,
to be dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the Receivables after satisfaction of certain conditions. Also, on the Closing Date, the
Issuer will enter into an Indenture, to be dated as of the Closing Date (the “Indenture”), by and between the Issuer and the Indenture Trustee. Pursuant to the Indenture, the Issuer will cause the issuance of the Notes and will grant a
security interest in the Receivables and other related property to secure the Notes. Also on the Closing Date, the Issuer, SC, as administrator, and the Indenture Trustee will enter into an Administration Agreement, to be dated as of the Closing
Date (the “Administration Agreement”), relating to the provision by SC of certain administration services on behalf of the Issuer relating to the Notes.
Attached as Exhibit 4.1 is the form of Indenture, as Exhibit 10.1 is the form of Purchase Agreement, as Exhibit 10.2 is the form of Sale
Agreement, as Exhibit 10.3 is the form of Administration Agreement, as Exhibit 10.4 is the form of Second Amended and Restated Trust Agreement, as Exhibit 10.5 is the form of Asset Representations Review Agreement and as Exhibit 10.6 is the form of
Servicing Agreement.
In connection with the offering of the Notes, the chief executive officer of the registrant has made the
certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is being filed on this Current Report on Form 8-K to satisfy the
requirements of Item 601(b)(36) of Regulation S-K.
Substantially final versions of the
transaction documents, the forms of which were filed as exhibits to the Registration Statement, are being filed on this Current Report to satisfy the requirements of Item 1100(f) of Regulation AB.