Santander Consumer USA Holdings Inc. 74,991,470 Shares Plus an option to purchase from the Selling Stockholders up to 11,248,720 additional Securities to cover over-allotments Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • January 28th, 2014 • Santander Holdings USA, Inc. • National commercial banks • New York
The persons named in Schedule I hereto (the “Selling Stockholders”), 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”), propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 74,991,470 shares of Common Stock of the Company (said shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”) (the “offering”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 11,248,720 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 wher
Santander Consumer USA Holdings Inc. (a Delaware corporation) SHAREHOLDERS AGREEMENT Dated as of January 28, 2014Shareholders Agreement • January 28th, 2014 • Santander Holdings USA, Inc. • National commercial banks • New York
This SHAREHOLDERS AGREEMENT, dated as of January 28, 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”).
