Exhibit 4.4



 





Exhibit 4.4




Wells Fargo Bank, National Association, as indenture trustee under the

Indenture referred to below

MAC N9311-161

Sixth Street and Marquette Avenue

Minneapolis, MN 55479




	 	 	 
	Attn:

	 	Corporate Trust Services / Asset-Backed Administration

Santander Drive Auto Receivables Trust 2007-3
	Tel:

	 	612-667-8058
	Fax:

	 	612-667-3464






IRREVOCABLE LETTER OF CREDIT




October 18, 2007




No. S027782



Ladies and Gentlemen:




     The undersigned (the “Letter of Credit Issuer”) hereby establishes in your favor, as indenture
trustee (the “Indenture Trustee”), under the Indenture, dated as of October 18, 2007 (as such
agreement may be amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms, the “Indenture”), between Santander Drive Auto Receivables Trust 2007-3,
a Delaware statutory trust, as issuer (the “Issuer”) and the Indenture Trustee, this Irrevocable
Letter of Credit No. S027782, in the amount set forth on Schedule A hereto (such amount, or as the
same may be increased or reduced as provided herein, the “Letter of Credit Amount”), effective
immediately and expiring at the close of business on October 16, 2008 (the “Letter of Credit
Expiration Date”), at our office at 45 East 53rd Street., New York, New York, 10022,
Attention Magda Mesegue, Telephone (212) 350-3671, Telecopier (212) 350-0630 (such office or any
other office which may be designated by the Letter of Credit Issuer by written notice delivered to
you, being the “Letter of Credit Issuer’s Office”).



     If so authorized by the Indenture Trustee, acting at the direction of the Servicer pursuant to
Section 4.3(d) of the Sale and Servicing Agreement, dated as of October 18, 2007 (as such agreement
may be amended, supplemented, restated or otherwise modified from time to time in accordance with
its terms, the “Sale and Servicing Agreement”), among the Issuer, Santander Drive Auto Receivables
LLC, as seller, Santander Consumer USA Inc., as servicer and the Indenture Trustee (with respect to
decreases) or by the Seller pursuant to Section 4.3(g) of the Sale and Servicing Agreement (with
respect to increases), and agreed to by the Letter of Credit Issuer, the Letter of Credit Amount
may be increased or decreased from time to time by the Letter of Credit Issuer delivering a revised
Schedule A to the Indenture Trustee. The amount set forth in such revised Schedule A shall
thereafter, upon the acknowledgement of such revised Schedule A by the Indenture Trustee by its
signature thereto, in accordance with Section 4.3(d) or 4.3(g), as applicable, of the Sale and
Servicing Agreement and otherwise subject to the terms hereof, be the Letter of Credit Amount.



 









 





     As used in this Letter of Credit and unless the context requires a different meaning,
capitalized terms defined in the text hereof shall have their defined meanings when used herein,
and capitalized terms not otherwise defined herein shall have the meanings assigned to such terms
in the Indenture or in the Sale and Servicing Agreement, as the case may be.



     In accordance with the terms and conditions contained herein and subject to the reductions in
amount as hereinafter set forth, the Letter of Credit Issuer irrevocably authorizes you to draw:




     (i) in one or more drawings by one or more of your drafts, each drawn on the Letter of
Credit Issuer, payable at sight on any day other than a Saturday, Sunday or other day on
which banks are authorized by law to close in The City of New York (each a “Business Day”),
and accompanied by your written and completed certificate signed by you in substantially the
form of Annex A attached hereto (any such draft accompanied by such certificate being your
“Credit Demand”), an amount equal to the face amount of each such draft but in the aggregate
amount not exceeding the Letter of Credit Amount as in effect on such Business Day; and




     (ii) in a single drawing by your draft, drawn on the Letter of Credit Issuer, payable
at sight on any Business Day, and accompanied by your written and completed certificate
signed by you in substantially the form of Annex B attached hereto (such draft accompanied
by such certificate being your “Termination Demand”), an amount equal to the face amount of
such draft but not exceeding the Letter of Credit Amount as in effect on such Business Day.



     Upon the Letter of Credit Issuer honoring any Credit Demand presented by you to it hereunder,
the Letter of Credit Amount shall automatically be decreased by an amount equal to the amount of
such Credit Demand. In addition to the foregoing reduction, upon the Letter of Credit Issuer
honoring any Termination Demand presented by you to it hereunder, the amount available to be drawn
under this Letter of Credit shall automatically be reduced to zero and this Letter of Credit shall
be terminated.



     Each Credit Demand and Termination Demand shall be dated the date of its presentation, and
shall be presented to the Letter of Credit Issuer at the Letter of Credit Issuer’s Office. If the
Letter of Credit Issuer receives any Credit Demand or Termination Demand at such office, all in
strict conformity with the terms and conditions of this Letter of Credit, not later than 12:00 noon
(New York City time) on a Business Day prior to the termination hereof, the Letter of Credit Issuer
will make such funds available to you on the same day in accordance with your payment instructions.
If the Letter of Credit Issuer receives any Credit Demand or Termination Demand at such office,
all in strict conformity with the terms and conditions of this Letter of Credit, after 12:00 noon
(New York City time) on a Business Day prior to the termination hereof, the Letter of Credit Issuer
will make the funds available to you on the next succeeding Business Day in accordance with your
payment instructions. If you so request the Letter of Credit Issuer, payment under this Letter of
Credit may be made by wire transfer of immediately available funds to your account in a bank on the
Federal Reserve wire system or by deposit of same day funds into a designated account.



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     Presentation of drawings may be made by a telecopy transmission of the documents described in
paragraph (i) or (ii) above, as applicable, to telecopier no. (212) 350-0630, with transmission
confirmed by call to telephone no. (212) 350-3671 or such other telecopier and telephone numbers
that we hereafter designate by written notice delivered to you.



     Upon the earliest of (i) the date on which the Letter of Credit Issuer honors your Termination
Demand presented hereunder to the extent of the Letter of Credit Amount as in effect on such date,
(ii) the date on which the Letter of Credit Issuer receives written notice from you that an
alternate letter of credit or other credit facility has been substituted for this Letter of Credit
or that the Reserve Account has been fully funded in cash, (iii) the date on which the Letter of
Credit Issuer receives written notice from you that there are no longer any Notes outstanding and
no amounts are owed to the Insurer and (iv) the Letter of Credit Expiration Date, this Letter of
Credit shall automatically terminate and you shall surrender this Letter of Credit to the
undersigned Letter of Credit Issuer on such day.



     This Letter of Credit is transferable in its entirety to any transferee who you certify to the
Letter of Credit Issuer has succeeded you as Indenture Trustee under the Indenture, and may be
successively transferred. Transfer of this Letter of Credit to such transferee shall be effected
by the presentation to the Letter of Credit Issuer of this Letter of Credit accompanied by a
certificate in substantially the form of Annex C attached hereto. Upon such presentation, the
Letter of Credit Issuer shall forthwith transfer this Letter of Credit to your transferee.



     This Letter of Credit sets forth in full the undertaking of the Letter of Credit Issuer, and
such undertaking shall not in any way be modified, amended, amplified or limited by reference to
any document, instrument or agreement referred to herein, except only the certificates and the
drafts referred to herein; and any such reference shall not be deemed to incorporate herein by
reference any document, instrument or agreement except for such certificates and such drafts.



     This Letter of Credit is subject to the International Standby Practices ISP98, ICC Publication
No. 590 (the “Uniform Customs”), which is incorporated into the text of this Letter of Credit by
reference, and shall be governed by the laws of the State of New York including the Uniform
Commercial Code as in effect in the State of New York as to matters not covered by the Uniform
Customs. Communications with respect to this Letter of Credit shall be in writing and shall be
addressed to the Letter of Credit Issuer at the Letter of Credit Issuer’s Office, specifically
referring to the number of this Letter of Credit.



	 	 	 	 	 
	 	Very truly yours,



BANCO SANTANDER, S.A., ACTING THROUGH ITS NEW YORK
BRANCH

 	 
	 	By:  	/s/ Jorge Saavedra
 	 
	 	 	Name:  	Jorge Saavedra 	 
	 	 	Title:  	Executive Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Miguel Gonzalo
 	 
	 	 	Name:  	Miguel Gonzalo 	 
	 	 	Title:  	Vice President 	 



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Schedule A




Letter of Credit No. S027782




	 	 	 	 	 
	Effective Date	 	Letter of Credit Amount
	 
	 	 	 	 
	October 18, 2007

	 	$	50,000,000.00	 






	 	 	 	 	 
	 	BANCO SANTANDER, S.A., ACTING THROUGH ITS NEW YORK
BRANCH, as Letter of Credit Issuer

 	 
	 	By:  	/s/ Jorge Saavedra
 	 
	 	 	Name:  	Jorge Saavedra 	 
	 	 	Title:  	Executive Director 	 



	 	 	 	 	 
	 	By:  	                            /s/ Miguel Gonzalo
 	 
	 	 	Name:  	Miguel Gonzalo 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	Acknowledged:



WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Indenture Trustee

 	 	 
	By:  	/s/ Edna Barber
 	 	 
	 	Name:  	Edna Barber 	 	 
	 	Title:  	Assistant Vice President 	 	 



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Annex A




CERTIFICATE OF CREDIT DEMAND





     This Certificate of Credit Demand (this “Certificate”) is presented under the Irrevocable
Letter of Credit No. S027782 (the “Letter of Credit”) issued by the Letter of Credit Issuer in
favor of the Indenture Trustee. Capitalized terms used in this Certificate without definition
shall have the respective meanings referenced or given to such terms in the Letter of Credit or in
the Sale and Servicing Agreement, dated as of October 18, 2007, among Santander Drive Auto
Receivables Trust 2007-3, as issuer, Santander Drive Auto Receivables LLC, as seller, Santander
Consumer USA Inc., as servicer, the Indenture Trustee.



     The undersigned, a duly authorized officer of the Indenture Trustee, hereby certifies to the
Letter of Credit Issuer as follows:



     1. The Indenture Trustee is the Indenture Trustee under the Indenture.



     [[IF DRAWN PURSUANT TO THE LAST SENTENCE OF SECTION 4.3(b) OF THE SALE AND SERVICING
AGREEMENT:]



     2. As of the date of this certificate, there exists a Trigger Event.



     3. The Insurer has instructed the Indenture Trustee to make, and the Indenture Trustee is
making, a drawing under the Letter of Credit as required by the Indenture for an amount equal to
the lesser of (a) the excess, if any, of (i) the sum of, without duplication, (A) the Note Balance
of the Class A Notes plus accrued interest thereon and (B) an amount equal to the deficiency of the
amounts on deposit in the Collection Account over the payments described in clause (i) of Section
4.3(b) of the Sale and Servicing Agreement required to be made on the
             
       ,
20___ Payment
Date (without giving effect to the LOC Credit Disbursement (as defined below)) over (ii) the amount
of cash, if any, on deposit in the Reserve Account and (b) the Letter of Credit Amount as in effect
on the date of this certificate (such lesser amount being the “LOC Credit Disbursement”).]



     [[IF DRAWN PURSUANT TO SECTION 4.3(b) (OTHER THAN THE LAST SENTENCE THEREOF) OF THE SALE AND
SERVICING AGREEMENT:]



     2. As of the date of this certificate there are insufficient funds on deposit in the
Collection Account and the Reserve Account to make any of the applicable payments described in
clauses (i), (ii) and/or (iii) of Section 4.3(b) (other than the last sentence thereof) of the Sale
and Servicing Agreement (collectively, as applicable, the
“Required Payments”) on the
              
       ,
20___ Payment Date (without giving effect to the LOC Credit Disbursement (as defined below));



     3. (a) The Indenture Trustee is making a drawing under the Letter of Credit as required by the
Indenture for an amount equal to the lesser of (i) the excess of the Required Payments over the
amount of cash on deposit in the Reserve Account and (ii) the Letter of Credit Amount as in effect
on the date of this certificate (such lesser amount being the “LOC Credit Disbursement”) and (b)
Available Funds (without taking into account the LOC Credit



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Disbursement) are otherwise insufficient to make the Required Payments on such Payment Date.]




     4. The
amount of the draft accompanying this certificate is
$             
which is equal to the
LOC Credit Disbursement. The LOC Credit Disbursement does not exceed the amount that is available
to be drawn by the Indenture Trustee under the Letter of Credit on the date of this certificate.



     5. The amount of the draft shall be delivered pursuant to the following instructions:



[insert payment instructions]




     6. The Indenture Trustee acknowledges that, pursuant to the terms of the Letter of Credit,
upon the Letter of Credit Issuer honoring the draft accompanying this certificate, the Letter of
Credit Amount shall be automatically decreased by an amount equal to such draft, regardless of
whether a revised Schedule A has been delivered to the Indenture Trustee.



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     IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this certificate on this
                     
day of ______ 20___.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture
Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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Annex B




CERTIFICATE OF TERMINATION DEMAND





     This Certificate of Termination Demand (this “Certificate”) is presented under the Irrevocable
Letter of Credit No. S027782 (the “Letter of Credit”) issued by the Letter of Credit Issuer in
favor of the Indenture Trustee. Capitalized terms used in this Certificate without definition
shall have the respective meanings referenced or given to such terms in the Letter of Credit.



     The undersigned, a duly authorized officer of the Indenture Trustee, hereby certifies to the
Letter of Credit Issuer as follows:



     1. The Indenture Trustee is the Indenture Trustee under the Indenture.



     2. Pursuant to Section 4.5 of the Sale and Servicing Agreement, the Indenture Trustee is
making a drawing in the amount of the Letter of Credit Amount as in effect on the date of this
certificate (such amount being the “LOC Termination Disbursement”).



     3. The
amount of the draft accompanying this certificate is $_________ which is equal to the
LOC Termination Disbursement. The LOC Termination Disbursement does not exceed the Letter of
Credit Amount on the date of this Certificate.



     4. The amount of the draft shall be delivered pursuant to the following instructions:



[Insert Payment Instructions]




     Upon receipt by the Indenture Trustee of such amount, the Indenture Trustee shall deposit such
amount into the Reserve Account in accordance with the terms of Section 4.5 of the Sale and
Servicing Agreement.



     5. The Indenture Trustee acknowledges that, pursuant to the terms of the Letter of Credit,
upon the Letter of Credit Issuer honoring the draft accompanying this certificate, the Letter of
Credit Amount shall be automatically reduced to zero and the Letter of Credit shall terminate and
be returned to the Letter of Credit Issuer.



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     IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this certificate on this
________ day of ______ 20___.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture

Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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Annex C




INSTRUCTION TO TRANSFER




______________, ___20___




Banco Santander, S.A.,

acting through its New York Branch

45 East 53rd Street

New York, New York 10022

Attention: Magda Mesegue





     Re: Irrevocable Letter of Credit No. S027782


Ladies and Gentlemen:




     For value received, the undersigned beneficiary hereby irrevocably transfers to:


 


[Name of Transferee]



 


[Address]



all rights of the undersigned beneficiary to draw under the above-captioned Irrevocable Letter of
Credit (the “Letter of Credit”) issued by the Letter of Credit Issuer named therein in favor of the
undersigned. The transferee has succeeded the undersigned as Indenture Trustee under the
Indenture.




     By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are
transferred to the transferee and the transferee shall hereafter have the sole rights as
beneficiary thereof; provided, however, that no rights shall be deemed to have been transferred to
the transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers.



     Capitalized terms used in this Instruction to Transfer without definition shall have the
respective meanings referenced or given to such terms in the Letter of Credit.



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     IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this certificate on this
_________ day of
______ 20___.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture
Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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