Santander Drive Auto Receivables Trust 2007-3 Asset Backed Notes Terms Agreement with Underwriters

Summary

This agreement outlines the terms for the sale and underwriting of asset-backed notes issued by Santander Drive Auto Receivables Trust 2007-3. The parties include Santander Consumer USA Inc., Santander Drive Auto Receivables LLC (the seller), and several underwriters led by Wachovia Capital Markets, LLC. The agreement specifies the classes, amounts, interest rates, ratings, purchase prices, and underwriting discounts for the notes. It also sets the sale time and closing date. The underwriters agree to purchase the notes under the terms detailed in this and the referenced underwriting agreement.

EX-1.2 3 g10087exv1w2.htm EXHIBIT 1.2 Exhibit 1.2

Exhibit 1.2

SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3
ASSET BACKED NOTES

TERMS AGREEMENT

Dated: October 11, 2007


To:		SANTANDER CONSUMER USA INC.
		SANTANDER DRIVE AUTO RECEIVABLES LLC

Re:		Underwriting Agreement, dated October 9, 2007


1.		Terms of the Notes


						Final Scheduled Payment
Class	Initial Note Balance		Interest Rate			Date
A-1	$	77,000,000		5.33665	%	October 15, 2008
A-2-A	$	25,000,000		5.42	%	June 15, 2011
A-2-B	$	111,000,000	LIBOR +0.55		%	June 15, 2011
A-3	$	119,000,000		5.42	%	August 15, 2012
A-4-A	$	50,000,000		5.52	%	October 15, 2014
A-4-B	$	118,000,000	LIBOR + 0.65		%	October 15, 2014


2.		Underwriters

The Underwriters named below are the “Underwriters” for the purpose of this Underwriting Agreement and for the purposes of the above-referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.

Wachovia Capital Markets, LLC

Barclay’s Capital Inc.

Citigroup Global Markets, Inc.

Guzman & Company

Santander Investment Securities Inc.


3.		Ratings


		Rating Agency and Ratings
Class		Standard & Poor’s/Moody’s
Class A-1		A-1+/Prime-1
Class A-2-A		AAA/Aaa
Class A-2-B		AAA/Aaa
Class A-3		AAA/Aaa
Class A-4-A		AAA/Aaa
Class A-4-B		AAA/Aaa


4.		Underwriting Liability


Underwriting	Class		Class		Class		Class		Class		Class
Liability	A-1		A-2-A		A-2-B		A-3		A-4-A		A-4-B

Wachovia Capital Markets, LLC	$	66,375,000	$	21,375,000	$	96,625,000	$	103,125,000	$	43,250,000	$	102,750,00
Barclay’s Capital, Inc.		3,850,000		1,250,000		5,550,000		5,950,000		2,500,000		5,900,000
Citigroup Global Markets, Inc.		3,850,000		1,250,000		5,550,000		5,950,000		2,500,000		5,900,000
Guzman & Company		1,000,000		500,000		500,000		1,000,000		500,000		500,000
Santander Investment Securities, Inc.		1,925,000		625,000		2,775,000		2,975,000		1,250,000		2,950,000
Total Amount	$	77,000,000	$	25,000,000	$	111,000,000	$	119,000,000	$	50,000,000	$	118,000,000


5.		Purchase Price, Discounts and Concessions


	Class			Class			Class			Class			Class			Class
	A-1			A-2-A			A-2-B			A-3			A-4-A			A-4-B
Gross Purchase Price		100.000000	%		99.997780	%		100.000000	%		99.993900	%		99.985760	%		100.000000	%
Underwriting Discount		0.110000	%		0.150000	%		0.150000	%		0.190000	%		0.200000	%		0.200000	%
Net Purchase Price		99.890000	%		99.847780	%		99.850000	%		99.803900	%		99.785760	%		99.800000	%
Maximum Dealer Selling Concessions		0.066000	%		0.090000	%		0.090000	%		0.114000	%		0.120000	%		0.120000	%
Maximum Dealer Reallowance Discounts		0.033000	%		0.045000	%		0.045000	%		0.057000	%		0.060000	%		0.060000	%


6.		Time of Sale

11:30 a.m. (Eastern Time) (U.S.) on October 11, 2007 (the time the first Contract of Sale was entered into as designated by the Representative.)


7.		Closing Date

Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Seller and Santander Consumer hereby agree that the Closing Date shall be 18, 2007, 10:00 a.m., New York City time.

The Underwriters agree, severally and not jointly, to purchase the Notes subject to the terms and provisions of this Terms Agreement and the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof.


	WACHOVIA CAPITAL MARKETS, LLC
	By:	/s/ Chad Kobos
		Name: Chad Kobos
		Title: Director

For itself and as representative of the other several Underwriters named in this Terms Agreement.

Accepted and Agreed:

SANTANDER DRIVE AUTO RECEIVABLES, LLC as Seller



By	/s/ Jim W. Moore
	Name Jim W. Moore
	Title: Vice President


SANTANDER CONSUMER USA INC.
By	/s/ Jim W. Moore
	Name Jim W. Moore
	Title: Vice President