Santander Consumer USA Holdings Inc. [ ] Shares Plus an option to purchase from the Selling Stockholder up to [ ] additional securities to cover over- allotments Common Stock ($0.01 par value) Form of Underwriting AgreementSantander Consumer USA Holdings Inc. • August 14th, 2014 • Personal credit institutions • New York
The person named in Schedule I hereto (the “Selling Stockholder”), owning shares of common stock, $0.01 par value per share (the “Common Stock”) of Santander Consumer USA Holdings Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of Common Stock of the Company (said shares to be sold by the Selling Stockholder being hereinafter called the “Underwritten Securities”) (the “offering”). The Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain ter
Santander Consumer USA Holdings Inc. 10,047,954 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • September 8th, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
The person named in Schedule I hereto (the “Selling Stockholder”), owning shares of common stock, $0.01 par value per share (the “Common Stock”), of Santander Consumer USA Holdings Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to J.P. Morgan Securities LLC (the “Underwriter”), 10,047,954 shares of Common Stock of the Company (said shares to be sold by the Selling Stockholder being hereinafter called the “Securities”) (the “offering”). The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 20 hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to General Instruction VII of Form S-1.
ContractShareholders Agreement • November 22nd, 2013 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
SHAREHOLDERS AGREEMENT (this “Agreement”) dated as of December 31, 2011, between SANTANDER CONSUMER USA INC., an Illinois corporation (the “Company”) and the purchaser named on the signature page hereof (the “Participant”).
CONFIDENTIAL EMPLOYMENT AGREEMENTConfidential Employment Agreement • November 22nd, 2013 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Texas
THIS CONFIDENTIAL EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on May 1, 2009 (the “Effective Date”) by and between Santander Consumer USA Inc. (“SCU”), and Eldridge A. Burns, Jr. (“Employee”).
MASTER PRIVATE LABEL FINANCING AGREEMENT between CHRYSLER GROUP LLC and SANTANDER CONSUMER USA INC. Dated as of February 6, 2013Equity Option Agreement • January 9th, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
This MASTER PRIVATE LABEL FINANCING AGREEMENT (this “Agreement”), dated as of February 4, 2013, (the “Effective Date”) is made by and between CHRYSLER GROUP LLC, a Delaware limited liability company (“Chrysler”) and Santander Consumer USA Inc., an Illinois corporation (“SCUSA”).
AGREEMENT AND PLAN OF MERGER dated as of August 23, 2021 among SANTANDER CONSUMER USA HOLDINGS INC., SANTANDER HOLDINGS USA, INC. and MAX MERGER SUB, INC.Agreement and Plan of Merger • August 26th, 2021 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 23, 2021, among Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), Santander Holdings USA, Inc., a Virginia corporation (“Parent”), and Max Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
FORM OF SHAREHOLDERS AGREEMENT] Santander Consumer USA Holdings Inc. (a Delaware corporation) SHAREHOLDERS AGREEMENT Dated as of [ ], 2014Shareholders Agreement • January 17th, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
This SHAREHOLDERS AGREEMENT, dated as of [ ], 2014 (this “Agreement”), is entered into by and among Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), Santander Holdings USA, Inc., a Virginia corporation (“SHUSA”), DDFS LLC, a Delaware limited liability company (“Dundon Holdco”), Thomas G. Dundon, an individual (“Executive”), Sponsor Auto Finance Holdings Series LP, a Delaware limited partnership (“Sponsor Holdings”), and, solely for purposes of Sections 3.1, 4.10, 4.11, 4.12, 4.17, 4.18, 8.1, 8.2 and 9.1 and Article X, Banco Santander, S.A., a Spanish sociedad anonima (“Banco Santander”).
SANTANDER CONSUMER USA HOLDINGS INC. LONG-TERM CASH AWARD AGREEMENTLong-Term Cash Award Agreement • March 31st, 2016 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Delaware
This LONG-TERM CASH AWARD AGREEMENT (“Agreement”), dated as of [•] (the “Date of Grant”), is made by and between Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 31st, 2016 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (“Stock Option Agreement”), dated as of [•] (the “Date of Grant”), is made by and between Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”).
SANTANDER CONSUMER USA HOLDINGS INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 31st, 2016 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (“Award Agreement”), dated as of [•] (the “Date of Grant”), is made by and between Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”).
SANTANDER CONSUMER USA HOLDINGS INC. OMNIBUS INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE AS OF JUNE 16, 2016) FORM OF AWARD AGREEMENTAward Agreement • February 26th, 2019 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Delaware
This AWARD AGREEMENT (“Award Agreement”), dated as of the Date of Grant reflected in the chart above, is made by and between Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), and the Participant reflected in the chart above.
SECOND AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • September 7th, 2016 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
This SECOND AMENDMENT, dated and effective as of August 31, 2016 (this “Amendment”), to that certain Separation Agreement, dated July 2, 2015, by and among Santander Consumer USA Holdings, Inc. (the “Company”), Santander Consumer USA Inc., Banco Santander, S.A. (“Banco Santander”), Santander Holdings USA, Inc. (“SHUSA”), DDFS LLC (“DDFS”), and Thomas G. Dundon (the “Separation Agreement”), is entered into by and among the parties set forth on the signature pages to this Amendment. All capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Separation Agreement.
SEVENTH AMENDMENT TO THE MASTER PRIVATE LABEL FINANCING AGREEMENTLabel Financing Agreement • May 21st, 2021 • Santander Consumer USA Holdings Inc. • Personal credit institutions
THIS SEVENTH AMENDMENT TO THE MASTER PRIVATE LABEL FINANCING AGREEMENT (this “Seventh Amendment”) is made as of the 18th day of May, 2021 (the “Effective Date”), by and between Santander Consumer USA Inc. (“SCUSA”) and FCA US LLC (formerly known as Chrysler Group LLC) (“FCA US” or “Chrysler”).
Written Agreement by and among SANTANDER HOLDINGS USA, INC. Boston, Massachusetts SANTANDER CONSUMER USA INC. Dallas, Texas and FEDERAL RESERVE BANK OF BOSTON Boston, Massachusetts Docket Nos. 16-30-WA/RB-HC 16-30-WA/RB-DEOSantander Consumer USA Holdings Inc. • March 24th, 2017 • Personal credit institutions
WHEREAS, Santander Holdings USA, Inc., Boston, Massachusetts (“Santander Holdings”) is a registered bank holding company that owns and controls an insured depository institution in the United States and various nonbank subsidiaries;
FIRST AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • February 28th, 2017 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
This FIRST AMENDMENT, dated and effective as of July 20, 2015 (this “Amendment”), to that certain Separation Agreement, dated July 2, 2015, by and among Santander Consumer USA Holdings, Inc. (“SCUSA”), Santander Consumer USA Inc., Banco Santander, S.A., Santander Holdings USA, Inc., DDFS LLC, and Thomas G. Dundon (the “Separation Agreement”), is entered into by and among the parties set forth on the signature pages to this Amendment. All capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Separation Agreement.
September 14, 2018 Scott Powell Boston, MA 02109 Dear Scott:Santander Consumer USA Holdings Inc. • September 20th, 2018 • Personal credit institutions
This letter describes the understanding between you and Santander Holdings USA, Inc. (“SHUSA”) with respect to your service as CEO of SHUSA and Banco Santander’s U.S. Country Head during the period January 1, 2018 – December 31, 2019. To the extent specifically described below, certain aspects of this arrangement will be subject to performance objectives and requirements established by SHUSA and Banco Santander, S.A. (“Banco Santander” or the “Group”). Final annual compensation decisions will remain with the Group’s Remuneration Committee and its Board of Directors. The specific terms of your responsibilities to Santander Consumer USA Holdings Inc., including its subsidiaries, (collectively, “SCUSA”) as its CEO, as well as the terms related to your SHUSA and overall U.S. responsibilities are set forth below. SHUSA, SCUSA and the Group also may be individually or collectively referred to herein as “Santander.”
FORM OF SHAREHOLDERS AGREEMENTForm of Shareholders Agreement • December 31st, 2013 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
SHAREHOLDERS AGREEMENT (this “Agreement”) dated as of December 31, 2011, between SANTANDER CONSUMER USA INC., an Illinois corporation (the “Company”) and the purchaser named on the signature page hereof (the “Participant”).
Amendment No. 1 to Shareholders AgreementShareholders Agreement • January 17th, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions
This AMENDMENT NO. 1, dated as of January ___, 2014 (this “Amendment”), to the Shareholders Agreement, dated as of the date set forth on the signature page hereto (the “Agreement”), is entered into by and among Santander Consumer USA Inc., an Illinois corporation (the “Company”), Santander Consumer USA Holdings Inc., a Delaware corporation (“SCUSA Delaware”), and the participant whose signature appears on the signature page hereto (“Participant,” and together with the Company and SCUSA Delaware, the “Parties”).
Form of Non-Employee Independent Director Option Award AgreementDirector Option Award Agreement • January 22nd, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
OPTION AWARD AGREEMENT (“Option Agreement”) UNDER THE SANTANDER CONSUMER USA HOLDINGS INC. 2011 MANAGEMENT EQUITY PLAN, dated as of January 22, 2014, between SANTANDER CONSUMER USA HOLDINGS INC., a Delaware corporation (the “Company”), and the individual set forth on the signature page to this Option Agreement (the “Optionee”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • November 17th, 2017 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
THIS SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”), entered into as of November 15, 2017 (the “Effective Date”), is made by and among Santander Consumer USA Inc., an Illinois corporation (“SC Illinois”), Santander Consumer USA Holdings Inc., a Delaware corporation (“SC Holdings”), Santander Holdings USA, Inc., a Virginia corporation (“SHUSA”), Banco Santander, S.A., a Spanish sociedad anónima (“Banco Santander,” and, together with SC Illinois, SC Holdings and SHUSA, the “Employer Group”; each of Banco Santander, SC Illinois, SC Holdings and SHUSA are referred to herein individually as an “Employer Group Entity”), Thomas G. Dundon (the “Former Employee”), and DDFS LLC, a Delaware limited liability company (“DDFS”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SIXTH AMENDMENT TO THE MASTER PRIVATE LABEL FINANCING AGREEMENTLabel Financing Agreement • July 1st, 2019 • Santander Consumer USA Holdings Inc. • Personal credit institutions
THIS SIXTH AMENDMENT TO THE MASTER PRIVATE LABEL FINANCING AGREEMENT (this “Sixth Amendment”) is made as of the 28th day of June, 2019, by and between Santander Consumer USA Inc. (“SCUSA”) and FCA US LLC (formerly known as Chrysler Group LLC) (“FCA US” or “Chrysler”).
THIRD AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • September 7th, 2016 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
This THIRD AMENDMENT, dated and effective as of August 31, 2016 (this “Amendment”), to that certain Shareholders Agreement, dated as of January 28, 2014, by and among Santander Consumer USA Holdings Inc. (the “Company”), Santander Holdings USA, Inc., DDFS LLC, Thomas G. Dundon, Sponsor Auto Finance Holdings Series LP, and, solely for the certain sections set forth therein, Banco Santander, S.A., as amended by the First Amendment to Shareholders Agreement dated as of May 20, 2015 and by the Second Amendment to Shareholders Agreement (the “Second Amendment”), dated as of July 2, 2015 (collectively, the “Shareholders Agreement”), is entered into by and between the parties set forth on the signature page to this Amendment (each (other than the Company), a “Shareholder” and, collectively, the “Shareholders”) and the Company. All capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Shareholders Agreement.
SANTANDER WAIVER AND RELEASE OF CLAIMS AGREEMENTSantander Waiver and Release of Claims Agreement • September 13th, 2017 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Texas
I, Jason A. Kulas, enter into this Waiver and Release of Claims Agreement (“Agreement”) in favor of SANTANDER CONSUMER USA HOLDINGS INC., a Delaware corporation, SANTANDER HOLDINGS USA INC., a Virginia corporation, SANTANDER CONSUMER USA, INC., SANTANDER CONSUMER USA INC. FOUNDATION, a 501(c)(3) nonprofit entity, and SANTANDER BANK, N.A., a national bank, (collectively “Santander”), Banco Santander, S.A. and its affiliated companies (collectively with Santander, the “Santander Group”) and any and all of their respective predecessors, successors, assigns, subsidiaries, parents, branches, divisions, affiliates, related entities and present and former officers, directors, employees, stockholders and agents of same both in the United States and abroad acting in their capacity for the Santander Group, in exchange for the benefits I will receive from Santander that are described below and state as follows:
FIRST AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • May 27th, 2015 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Delaware
This FIRST AMENDMENT, dated effective as of May 20, 2015 (this “Amendment”), to that certain Shareholders Agreement, dated as of January 28, 2014, by and among Santander Consumer USA Holdings Inc. (the “Company”), Santander Holdings USA, Inc., DDFS LLC, Thomas G. Dundon, Sponsor Auto Finance Holdings Series LP, and, solely for the certain sections set forth therein, Banco Santander, S.A. (the “Shareholders Agreement”), is entered into by and between the parties set forth on the signature page to this Amendment (each (other than the Company), a “Shareholder” and, collectively, the “Shareholders”) and the Company. All capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Shareholders Agreement.
SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMSSeparation Agreement and Release and Waiver of Claims • July 31st, 2018 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Texas
You, DONALD GOIN, enter into this Separation Agreement and Release and Waiver of Claims (this “Agreement”) in favor of SANTANDER CONSUMER USA HOLDINGS INC., a Delaware corporation (“SC”); SANTANDER CONSUMER USA INC., an Illinois corporation; SANTANDER HOLDINGS USA INC., a Virginia corporation; SANTANDER CONSUMER USA INC. FOUNDATION, a 501(c)(3) nonprofit entity; SANTANDER CONSUMER INTERNATIONAL PUERTO RICO, LLC, a Puerto Rico limited liability company; and SANTANDER BANK, N.A., a national bank, (collectively, “Santander”), Banco Santander, S.A. (“SAN”) and its affiliated companies (collectively with Santander, the “Santander Group”), and any and all of their respective predecessors, successors, assigns, subsidiaries, parents, affiliates, divisions, branches, related entities, and present and former officers, directors, employees, stockholders, and agents, both in the United States and abroad acting in their capacity for the Santander Group (collectively, the “Santander Group Releasees”
SANTANDER CONSUMER USA INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (FOR MANAGEMENT)Restricted Stock Award Agreement • January 9th, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of December 31, 2013 (the “Date of Grant”), is made by and between Santander Consumer USA Inc., an Illinois corporation (the “Company”), and (“Participant”).
Amendment No. 1 to Option Award AgreementOption Award Agreement • January 9th, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions
This AMENDMENT NO. 1, dated as of January __, 2014 (this “Amendment”), to the Option Award Agreement, dated as of December 31, 2011 (the “Agreement”), by and between Santander Consumer USA Inc., an Illinois corporation (the “Company”), and the participant whose signature appears on the signature page hereto (“Participant”);
VIA EMAIL Juan Carlos Alvarez Chief Financial Officer Santander Consumer USA Inc.Santander Consumer USA Holdings Inc. • July 17th, 2018 • Personal credit institutions
SECOND AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • July 2nd, 2015 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
This SECOND AMENDMENT, dated and effective as of July 2, 2015 (this “Amendment”), to that certain Shareholders Agreement, dated as of January 28, 2014, by and among Santander Consumer USA Holdings Inc. (the “Company”), Santander Holdings USA, Inc., DDFS LLC, Thomas G. Dundon, Sponsor Auto Finance Holdings Series LP, and, solely for the certain sections set forth therein, Banco Santander, S.A., as amended by the First Amendment, dated as of May 20, 2015 (the “Shareholders Agreement”), is entered into by and between the parties set forth on the signature page to this Amendment (each (other than the Company), a “Shareholder” and, collectively, the “Shareholders”) and the Company. All capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Shareholders Agreement.
July 2, 2015 Thomas G. Dundon Dear Tom:Santander Consumer USA Holdings Inc. • July 2nd, 2015 • Personal credit institutions • New York
The Board of Directors (the “Board”) of Santander Consumer USA Holdings Inc. (the “Company”) appreciates your efforts and contributions over the years. This letter memorializes the terms of your agreed separation.
Amendment No. 1 to Shareholders AgreementTo Shareholders Agreement • January 9th, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions
This AMENDMENT NO. 1, dated as of (this “Amendment”), to the Shareholders Agreement, dated as of December 31, 2011 (the “Agreement”), by and between Santander Consumer USA Inc., an Illinois corporation (the “Company”), and the participant whose signature appears on the signature page hereto (“Participant”).
Form of Time-Based Option Award Agreement (Series 2)Time-Based Option Award Agreement • January 22nd, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions • New York
OPTION AWARD AGREEMENT (“Option Agreement”) UNDER THE SANTANDER CONSUMER USA HOLDINGS INC. 2011 MANAGEMENT EQUITY PLAN, dated as of January 22, 2014, between SANTANDER CONSUMER USA HOLDINGS INC., a Delaware corporation (the “Company”), and the individual set forth on the signature page to this Option Agreement (the “Optionee”).
SANTANDER CONSUMER USA HOLDINGS INC. OMNIBUS INCENTIVE PLAN FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 29th, 2015 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Delaware
This DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”), dated as of [__________] (the “Date of Grant”), is made by and between Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 17th, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions • Illinois
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 15, 2014 (this “Agreement”), is entered into by and between Santander Consumer USA Holdings Inc., a Delaware corporation (“Holdings”), Santander Consumer USA Inc., an Illinois corporation (“SCUSA (IL)”), and SCUSA Merger Sub Inc., an Illinois corporation (“SCUSA Merger Sub”). SCUSA (IL) and SCUSA Merger Sub are hereinafter sometimes collectively referred to as the “Constituent Corporations.”
Form of Option Award AgreementForm of Option Award Agreement • July 3rd, 2013 • Santander Consumer USA Holdings Inc. • New York
OPTION AWARD AGREEMENT (“Option Agreement”) UNDER THE SANTANDER CONSUMER USA, INC. 2011 MANAGEMENT EQUITY PLAN, dated as of December 31, 2011, between SANTANDER CONSUMER USA, INC., an Illinois corporation (the “Company”), and the individual set forth on the signature page to this Option Agreement (the “Optionee”).
