Material Agreement - Form 8-K

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 April 24, 2024, (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 2024-2 (the "Issuer"), a Delaware statutory trust, was established by a Trust Agreement, dated as of December 21, 2023, which was amended and restated by an Amended and Restated Trust Agreement, dated as of the Closing Date (the "Amended and Restated Trust Agreement") , by and between Santander Drive, Citibank, N.A., as owner trustee, and Citicorp Trust Delaware, National Association, as Delaware trustee. On the Closing Date, the Issuer entered into a Sale and Servicing Agreement, dated as of the Closing Date (the "Sale and Servicing Agreement"), with Santander Drive, as seller, SC, as servicer, and Wilmington Trust, National Association, as indenture trustee (the "Indenture Trustee"), pursuant to which the Receivables and related property were transferred to the Issuer and pursuant to which SC agreed to act as servicer for the Receivables. On the Closing Date, the Issuer, SC, as sponsor and 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 5.80% Auto Loan Asset Backed Notes, the Class A-3 5.63% Auto Loan Asset Backed Notes, the Class B 5.78% Auto Loan Asset Backed Notes, the Class C 5.84% Auto Loan Asset Backed Notes and the Class D 6.28% Auto Loan Asset Backed Notes (collectively, the "Publicly Registered Notes") and the Class A-1 5.598% Auto Loan Asset Backed Notes (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 Barclays Capital Inc., Santander US Capital Markets LLC, Wells Fargo Securities, LLC, Academy Securities, Inc. and Samuel A. Ramirez & Company, Inc. (together, the "Underwriters"), pursuant to an Underwriting Agreement, dated as of April 16, 2024, by and among SC, Santander Drive and Barclays Capital Inc., 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. 333-261901).

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement, as Exhibit 10.3 is the Administration Agreement, as Exhibit 10.4 is the Amended and Restated Trust Agreement and as Exhibit 10.5 is the Asset Representations Review Agreement.