Not applicable
EX-1.2 3 g09371exv1w2.htm EXHIBIT 1.2 Exhibit 1.2
Exhibit 1.2
SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-2
ASSET BACKED NOTES
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: August 23, 2007 | ||
To: | SANTANDER CONSUMER USA INC. | |
SANTANDER DRIVE AUTO RECEIVABLES LLC | ||
Re: | Underwriting Agreement, dated August 23, 2007 |
1. | Terms of the Notes |
Initial Note | Final Scheduled | |||||||||||
Class | Balance | Interest Rate | Payment Date | |||||||||
A-1 | $ | 103,000,000 | 5.8014 | % | September 15, 2008 | |||||||
A-2 | $ | 128,000,000 | LIBOR + 0.35% | January 18, 2011 | ||||||||
A-3 | $ | 369,000,0000 | LIBOR + 0.80% | August 15, 2014 |
2. | Underwriters |
The Underwriters named below are the Underwriters for the purpose of this 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
Fortis Securities LLC
J.P. Morgan Securities Inc.
UBS Securities LLC
Guzman & Company
Fortis Securities LLC
J.P. Morgan Securities Inc.
UBS Securities LLC
Guzman & Company
Exhibit 1.2
3. | Ratings |
Rating Agency and Ratings | ||||
Class | Standard & Poors/Moodys | |||
Class A-1 | A-1+/Prime-1 | |||
Class A-2 | AAA/Aaa | |||
Class A-3 | AAA/Aaa |
4. | Underwriting Liability |
Underwriting Liability | Class A-1 | Class A-2 | Class A-3 | |||||||||
Wachovia Capital Markets, LLC | $ | 84,300,000 | $ | 104,800,000 | $ | 301,900,000 | ||||||
Fortis Securities LLC | 10,700,000 | 13,200,000 | 38,400,000 | |||||||||
J.P. Morgan Securities Inc. | 3,200,000 | 4,000,000 | 11,500,000 | |||||||||
UBS Securities LLC | 3,200,000 | 4,000,000 | 11,500,000 | |||||||||
Guzman & Company | 1,600,000 | 2,000,000 | 5,700,000 | |||||||||
Total Amount | $ | 103,000,000 | $ | 128,000,000 | $ | 369,000,000 |
5. | Purchase Price, Discounts and Concessions |
Class A-1 | Class A-2 | Class A-3 | ||||||||||
Gross Purchase Price | 100.000 | % | 100.000 | % | 100.000 | % | ||||||
Underwriting Discount | 0.120 | % | 0.160 | % | 0.190 | % | ||||||
Net Purchase Price | 99.880 | % | 99.840 | % | 99.810 | % | ||||||
Maximum Dealer Selling Concessions | 0.072 | % | 0.096 | % | 0.114 | % | ||||||
Maximum Dealer Reallowance Discounts | 0.036 | % | 0.048 | % | 0.057 | % |
6. | Time of Sale |
10:30 a.m. (Eastern Time) (U.S.) on August 23, 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 September 5, 2007, 10:00 a.m., New York City time.
Exhibit 1.2
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.
Exhibit 1.2
Accepted and Agreed: | ||||
SANTANDER DRIVE AUTO RECEIVABLES, LLC as Seller | ||||
By | /s/ Jim W. Moore | |||
Title: Vice President | ||||
SANTANDER CONSUMER USA INC. | ||||
By | /s/ Jim W. Moore | |||
Title: Vice President |