Exhibit No

EX-10.10 17 g10087exv10w10.htm EXHIBIT 10.10 Exhibit 10.10
 

Exhibit 10.10
EXECUTION VERSION
SWAP TRANSACTION CONFIRMATION
     
 
     
Date:
  October 18, 2007
 
   
To:
  Santander Drive Auto Receivables Trust 2007-3 (the “Trust”)
 
  c/o U.S. Bank Trust National Association
 
  300 Delaware Avenue, 9th Floor
 
  Wilmington, Delaware 19801
 
   
From:
  Banco Santander S.A. (the “Bank”)
 
   
Ref. No.
  621,453.21
Dear Sir or Madam:
The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
1. The definitions and provisions contained in (i) the 2000 ISDA Definitions (the “ISDA Definitions”), as published by the International Swaps and Derivatives Association, Inc., and (ii) the Sale and Servicing Agreement dated as of October 18, 2007 (the “Sale and Servicing Agreement”), by and among the Trust, as Issuer, Wells Fargo Bank, National Association, as Indenture Trustee, and certain affiliates of the Trust named therein, are incorporated into this Confirmation. In the event of any inconsistency between the definitions in the ISDA Definitions and this Confirmation, this Confirmation will govern. In the event of any inconsistency between the definitions in the ISDA Definitions and the Sale and Servicing Agreement, the Sale and Servicing Agreement will govern. References herein to a “Transaction” shall be deemed to be references to a “Swap Transaction” for purposes of the ISDA Definitions. Capitalized terms used but not defined herein have the meanings ascribed to them in the Sale and Servicing Agreement unless otherwise stated herein.
This Confirmation supplements, forms a part of, and is subject to, the 1992 ISDA Master Agreement dated as of October 18, 2007 (including the Schedule and credit support annex thereto), as amended and supplemented from time to time (the “Agreement”) between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified herein.
2. The terms of the particular Transaction to which the Confirmation relates are as follows:
     
Transaction Type:
  Interest Rate Swap
 
   
Currency for Payments:
  U.S. Dollars
 
   
Notional Amount:
 
For the purpose of the Initial Calculation Period, the Notional Amount will be equal to the outstanding principal balance of the Class A-4-B Notes of the Trust as of the Closing Date. The Notional Amount shall reset on each Payment Date and will at all times be equal to the outstanding principal balance of the Class A-4-B Notes of the Trust.

 


 

     
Term:
   
 
   
Trade Date:
  October 11, 2007
 
   
Effective Date:
  October 18, 2007
 
   
Termination Date:
 
The earlier of (i) October 15, 2014, and (ii) the date on which the Note Balance of the Class A-4-B Notes is reduced to zero.
 
   
Fixed Amounts:
   
 
   
Fixed Rate Payer:
  The Trust
 
   
Period End Dates:
 
Monthly on the 15th of each month, commencing on November 15, 2007, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
 
   
Payment Dates:
 
Monthly on the 15th of each month, commencing on November 15, 2007, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
 
   
Business Day Convention:
  Following
 
   
Business Day:
  New York and London
 
   
Fixed Rate:
  4.827%
 
   
Fixed Rate Day Count Fraction:
  Actual/360
 
   
Floating Amounts:
   
 
   
Floating Rate Payer:
  The Bank
 
   
Period End Dates:
 
Monthly on the 15th of each month, commencing on November 15, 2007, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
 
   
Payment Dates:
 
Monthly on the 15th of each month, commencing on November 15, 2007, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.

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Business Day Convention:
  Following
 
   
Business Day:
  New York and London
 
   
Floating Rate Option:
  USD-LIBOR-BBA
 
   
Floating Rate Option for the initial Calculation Period:
  Linear Interpolation between 2 weeks and 1 month.
 
   
Designated Maturity:
 
1 Month, except with respect to the initial Calculation Period, in which case the Designated Maturity shall be 28 days.
 
   
Spread:
  Zero basis points (0.00%)
 
   
Floating Rate Day Count Fraction:
  Actual/360
 
   
Reset Dates:
  The first day of each Calculation Period
 
   
Compounding:
  Inapplicable
3. The additional provisions of this Confirmation are as follows:
     
Calculation Agent:
  The Bank

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          Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us.
         
  Yours sincerely,

BANCO SANTANDER S.A.
 
 
  By:   Miguel Angel Martinez Villegas    
    Name:   Miguel Angel Martinez Villegas   
    Title:   Authorized Signature   
 
Confirmed on the date
first above written
         
SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3
 
 
By:   U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
 
 
By:   Annette Morgan    
  Name:   Annette Morgan   
  Title:   Trust Officer   
[Signature page to the Confirmation relating to the Class A-4-B Notes]

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