EX-10.2



 Exhibit 10.2 

THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT 

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. 

WHEREAS, in connection with that certain Separation Agreement, dated July 2, 2015, by and among the Company, Santander Consumer
USA Inc., Banco Santander, S.A., Santander Holdings USA, Inc., DDFS LLC, and Thomas G. Dundon (the “Letter”), certain of the shareholders agreed to receive certain rights and undertake certain obligations in connection with, among
other things, the Shareholders Agreement; 
 WHEREAS, the Shareholders and the Company now wish to amend the Shareholders Agreement
as set forth herein; and 
 WHEREAS, Section 8.1 of the Shareholders Agreement provides that the provisions of the Shareholders
Agreement may not be amended without the prior written consent of the Company and the Shareholders; 
 NOW THEREOFRE, in
consideration of the mutual covenants, representations, warranties and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,
the parties agree as follows: 
  

	 	1.	Amendment to Section 1.1. Section 1 of the Second Amendment is amended by and restated in its entirety to read: “[Reserved.]”. As a consequence, following the execution of this Amendment, the
definition of the term “Average Stock Price” set forth in Section 1.1 of the Shareholders Agreement shall be identical to the definition of such term at the time of the original execution of the Shareholders Agreement. For the
avoidance of doubt, the definition of such term following the execution of this Amendment shall be the following: 

 means the
arithmetic mean of the daily VWAP for the Common Stock for each of the ten consecutive complete Trading Days ending on (and including) the day that is the Trading Day immediately prior to the date of the Employment Put Option Notice, the date of the
Employment Call Option Notice, the date of the Loan Call Option Notice or any other date of determination, as applicable. 








	 	2.	Other Amendments. In the event of any inconsistency between this Amendment and the Letter, this Amendment will control. 

  

	 	3.	Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such state, without
regard to the conflicts of law principles of such state. 

  

	 	4.	Counterparts. This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The Shareholders and the
Company hereby acknowledge and agree that signatures delivered by facsimile or electronic means (including by “pdf”) shall be deemed effective for all purposes. 


 

	 	5.	No Other Amendment. Except as expressly amended hereby, the Shareholders Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. 


[Signature Page Follows] 







 IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

  

							
		 		 	SANTANDER CONSUMER USA HOLDINGS INC.
				
		 		 	By:	 	/s/ Ismail Dawood
		 		 		 	Name: Ismail Dawood
		 		 		 	Title: Chief Financial Officer

  

							
		 		 	SANTANDER HOLDINGS USA, INC.
				
		 		 	By:	 	/s/ Gerard Chamberlain
		 		 		 	Name: Gerard Chamberlain
		 		 		 	Title: Senior Vice President

  

							
		 		 	BANCO SANTANDER, S.A.
				
		 		 	By:	 	/s/ Javier Maldonado
		 		 		 	Name: Javier Maldonado
		 		 		 	Title: Senior Executive Vice President

  
 [Signature Page to Third Amendment to
Shareholders Agreement] 








							
		 		 	DDFS LLC
				
		 		 	By:	 	/s/ Thomas G. Dundon
		 		 		 	Name: Thomas G. Dundon
		 		 		 	Title: Chief Executive Officer

  
 [Signature Page to Third Amendment to
Shareholders Agreement]