Santander Consumer USA Holdings Inc. [ ] Shares Plus an option to purchase from the Selling Stockholders up to [ ] additional Securities to cover over- allotments Common Stock ($0.01 par value) Form of Underwriting AgreementUnderwriting Agreement • January 17th, 2014 • Santander Consumer USA Holdings Inc. • Personal credit institutions • 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, [ ] 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 [ ] 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 appropria
FORM OF SHAREHOLDERS AGREEMENT] Santander Consumer USA Holdings Inc. (a Delaware corporation) SHAREHOLDERS AGREEMENT Dated as of [ ], 2014Shareholder 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”).
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”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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.”
