SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-1 ASSET BACKED NOTES
EX-1.2 3 g06511exv1w2.htm EXHIBIT 1.2 Exhibit 1.2
Exhibit 1.2
EXECUTION COPY
SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-1
ASSET BACKED NOTES
ASSET BACKED NOTES
TERMS AGREEMENT
| Dated: March 28, 2007 | ||
To: | SANTANDER CONSUMER USA INC. | |
| SANTANDER DRIVE AUTO RECEIVABLES LLC | ||
Re: | Underwriting Agreement, dated March 26, 2007 |
| 1. | Terms of the Notes |
| Initial Note | Final Scheduled | |||||
| Class | Balance | Interest Rate | Payment Date | |||
A-1 | $204,000,000 | 5.324% | April 15, 2008 | |||
A-2 | $340,000,000 | 5.20% | December 15, 2010 | |||
A-3 | $185,000,000 | 5.05% | September 15, 2011 | |||
A-4 | $471,000,000 | LIBOR + 0.05% | September 14, 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 |
Guzman & Company |
UBS Securities LLC |
| 3. | Ratings |
| Rating Agency and Ratings | ||||
| Class | Standard & Poor’s/Moody’s | |||
Class A-1 | A-1+/Prime-1 | |||
Class A-2 | AAA/Aaa | |||
Class A-3 | AAA/Aaa | |||
Class A-4 | AAA/Aaa | |||
| 4. | Underwriting Liability |
| Class A-1 | Class A-2 | Class A-3 | Class A-4 | |||||||||||||
| Underwriting Liability | ||||||||||||||||
Wachovia Capital Markets, LLC | $ | 178,500,000 | $ | 246,500,000 | $ | 134,125,000 | $ | 459,225,000 | ||||||||
Guzman & Company | $ | 5,100,000 | $ | 8,500,000 | $ | 4,625,000 | $ | 11,775,000 | ||||||||
UBS Securities LLC | $ | 20,400,000 | $ | 85,000,000 | $ | 46,250,000 | $ | 0 | ||||||||
Total Amount | $ | 204,000,000 | $ | 340,000,000 | $ | 185,000,000 | $ | 471,000,000 | ||||||||
| 5. | Purchase Price, Discounts and Concessions |
| Class A-1 | Class A-2 | Class A-3 | Class A-4 | |||||||||||||
Gross Purchase Price | 100.000000 | % | 99.993880 | % | 99.987120 | % | 100.000000 | % | ||||||||
Underwriting Discount | 0.105000 | % | 0.155000 | % | 0.195000 | % | 0.200000 | % | ||||||||
Net Purchase Price | 99.895000 | % | 99.838880 | % | 99.792120 | % | 99.800000 | % | ||||||||
Maximum Dealer Selling Concessions | 0.065000 | % | 0.095000 | % | 0.115000 | % | 0.120000 | % | ||||||||
Maximum Dealer Reallowance Discounts | 0.032500 | % | 0.047500 | % | 0.057500 | % | 0.060000 | % | ||||||||
| 6. | Time of Sale |
12:15 p.m. (Eastern Time) (U.S.) on March 28, 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 April 4, 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 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 Title: Vice President |
SANTANDER CONSUMER USA INC.
By | /s/ Jim W. Moore | |||
| Title: Vice President |
