EX-4.1 2 d903426dex41.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 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 2 SECTION 1.1 Definitions 2 SECTION 1.2 Incorporation by Reference of Trust Indenture Act 2 SECTION 1.3 Other Interpretive Provisions 2 ARTICLE II THE NOTES 3 SECTION 2.1 Form 3 SECTION 2.2 Execution, Auth…
Open exhibit ↗Current Report · Items 1.01, 9.01 · 8-K
Santander Drive Auto Receivables Trust 2025-2
Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. Santander Consumer USA Inc. (“SC”) and Santander Drive Auto Receivables LLC (“Santander Drive”) entered into a Purchase Agreement (the “Purchase Agreement”), dated as of March 26, 2025, (the “Closing Date”), pursuant to which SC transferred to Santander Drive certain motor vehicle retail installment sales contracts and installment loans relati…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Santander Consumer USA Inc. (“SC”) and Santander Drive Auto Receivables LLC (“Santander Drive”) entered into a Purchase Agreement (the
“Purchase Agreement”), dated as of March 26, 2025, (the “Closing Date”), pursuant to which SC transferred 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. Santander Drive Auto Receivables Trust 2025-2 (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 (the “Owner
Trustee”). On the Closing Date, the Issuer entered into a Sale Agreement, dated as of the Closing Date (the “Sale Agreement”), with Santander Drive, as seller, pursuant to which the Receivables and related property were transferred to
the Issuer. On the Closing Date, the Issuer entered 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 agreed 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, entered into
an Asset Representations Review Agreement, 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 entered into an Indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuer and the Indenture Trustee. Pursuant to the Indenture, the Issuer caused the issuance of the
following notes: 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”) and the Class A-1 4.553%
Auto Loan Asset Backed Notes and the Class E 7.19% Auto Loan Asset Backed Notes (collectively, the “Retained Notes” and together with the Publicly Registered Notes, the “Notes”). Also pursuant to the Indenture, the Issuer
granted 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 entered into an Administration Agreement, 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. The Publicly Registered Notes were sold to Santander US Capital Markets LLC, BMO
Capital Markets Corp., Citigroup Global Markets Inc., Mizuho Securities USA LLC, Cabrera Capital Markets, LLC and Mischler Financial Group, Inc. (together, the “Underwriters”), pursuant to an Underwriting Agreement, dated as
of March 18, 2025, by and among SC, Santander Drive and Santander US Capital Markets LLC, on behalf of itself and as representative of the Underwriters. The Publicly Registered Notes have
been registered pursuant to the Securities Act of 1933, as amended (the “Act”), under a Registration Statement on Form SF-3 (Commission File No. 333-284121).
Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Purchase
Agreement, as Exhibit 10.2 is the Sale Agreement, as Exhibit 10.3 is the Administration Agreement, as Exhibit 10.4 is the Second Amended and Restated Trust Agreement, as Exhibit 10.5 is the Asset Representations Review Agreement and Exhibit 10.6 is
the Servicing Agreement.