EX-4.1 2 d895577dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 SANTANDER DRIVE AUTO RECEIVABLES TRUST 2025-4 Class A-1 4.176% Auto Loan Asset Backed Notes Class A-2 4.28% Auto Loan Asset Backed Notes Class A-3 4.17% Auto Loan Asset Backed Notes Class B 4.27% Auto Loan Asset Backed Notes Class C 4.52% Auto Loan Asset Backed Notes Class D 4.95% Auto Loan Asset Backed Notes Class E 6.93% Auto Loan Asset Backed Notes INDENTURE Dated as of November 19, 2025 COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, 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.…
Open exhibit ↗Current Report · Items 1.01, 9.01 · 8-K
Santander Drive Auto Receivables Trust 2025-4
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 November 19, 2025, (the “Closing Date”), pursuant to which SC transferred to Santander Drive certain motor vehicle retail installment sales contracts and installment loans rel…
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 November 19, 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 2025-4 (the
“Issuer”), a Delaware statutory trust, was established by a Trust Agreement, dated as of March 3, 2025, which was amended and restated by an Amended and Restated Trust Agreement, dated as of October 21, 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 Citibank N.A., as owner trustee (the “Owner
Trustee”), and Citicorp Trust Delaware, National Association, as Delaware trustee (the “Delaware 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 administrator and sponsor, Santander Bank, N.A., as servicer (the “Servicer”), and Computershare Trust Company, National Association, as indenture trustee (the “Indenture
Trustee”), pursuant to which the Servicer agreed to act as servicer for the Receivables. On the Closing Date, the Issuer, SC, as sponsor, the 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 4.28% Auto Loan Asset Backed Notes, the Class A-3 4.17% Auto Loan Asset Backed Notes, the Class B 4.27% Auto Loan Asset
Backed Notes, the Class C 4.52% Auto Loan Asset Backed Notes and the Class D 4.95% Auto Loan Asset Backed Notes (collectively, the “Publicly Registered Notes”) and the Class A-1 4.176% Auto Loan Asset Backed Notes and the Class E 6.93% 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, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Wells Fargo Securities, LLC, AmeriVet Securities, Inc. and Siebert Williams Shank & Co., LLC (together, the “Underwriters”), pursuant to an Underwriting
Agreement, dated as of November 12, 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 Servicing Agreement, as Exhibit 10.4 is the Administration Agreement, as Exhibit 10.5 is the Second Amended and Restated Trust Agreement and as Exhibit 10.6 is the Asset Representations Review Agreement.