ASSIGNMENT AND ACCEPTANCEAssignment and Acceptance • March 31st, 2009 • Triad Financial Sm LLC • Finance services
This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between Hunter’s Glen/Ford Ltd. (the “Assignor”) and GTCR Fund VIII, L.P., Fund VIII/B Triad Splitter, L.P. and GTCR Co-Invest II, L.P. (collectively, the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Secured Promissory Note identified below (as may be amended from time to time, the “Promissory Note”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.
Joinder Agreement with respect to Registration Rights Agreement for Triad Financial Corporation $150,000,000 111/8% Senior Notes due 2013Joinder Agreement • March 31st, 2009 • Triad Financial Sm LLC • Finance services • New York
This Joinder Agreement (this “Joinder Agreement”) to that certain exchange and registration rights agreement (the “Registration Rights Agreement”), dated as of April 29, 2005 (the “Initial Closing Date”), among Triad Acquisition Corp., a Delaware corporation (the “Issuer”), and Goldman, Sachs & Co. and Citigroup Global Markets, Inc. as representatives of the several Purchasers named in Schedule I thereto (together, the “Purchasers”), is made and entered into by Triad Financial SM LLC, a Delaware limited liability company (“SM LLC”) and Triad Financial SM Inc., a Delaware corporation and wholly-owned subsidiary of SM LLC (“SM Inc.”). Unless otherwise defined herein, capitalized terms used but not defined herein shall have the respective meanings given them in the that certain purchase agreement, dated as of April 27, 2005 (the “Purchase Agreement”), among the Issuer and the Purchasers.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRIAD FINANCIAL SM LLCLimited Liability Company Agreement • March 31st, 2009 • Triad Financial Sm LLC • Finance services • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Triad Financial SM LLC (the “Company”), dated as of December 31, 2008, by Triad Financial Holdings LLC, as the sole member of the Company (the “Member”). Capitalized terms used but not otherwise defined herein are defined in Article X hereof.
JOINDER TO MANAGEMENT AGREEMENTManagement Agreement • March 31st, 2009 • Triad Financial Sm LLC • Finance services
Joinder to Management Agreement (this “Joinder”), dated as of December 31, 2008, by and among Triad Financial Holdings LLC (“TFHLLC”), Triad Financial SM LLC (“TFSMLLC”) and Diamond A Administration LLC (“Diamond A”), as successor to Hunter’s Glen/Ford Ltd. (“HGF”) TFHLLC and TFSMLLC each hereby agree to become a party to, and be bound by that certain Management Agreement, by and among Triad Financial Corporation (“TFC”), Triad Holdings Inc. (“THI”), Triad Holdings, LLC (“THLLC”), Diamond A, as successor to HGF, and the other parties thereto, dated as of April 29, 2005 (the “Management Agreement”), as such agreement may be amended from time to time (with TFHLLC becoming the “LLC” under the Management Agreement and with TFSMLLC becoming the “Company” under the Management Agreement), and TFHLLC and TFSMLLC becoming jointly and severally liable for all obligations and liabilities of TFC, THI and THLLC under the Management Agreement.
THIRD SUPPLEMENTAL INDENTURE TO THE INDENTURE TRIAD FINANCIAL SM LLC, TRIAD FINANCIAL SM, INC., as Co-Issuers AND THE BANK OF NEW YORK MELLON as Trustee SUPPLEMENTAL INDENTURE Dated as of March 27, 2009 to Indenture Dated as of April 29, 2005Supplemental Indenture • March 31st, 2009 • Triad Financial Sm LLC • Finance services • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of March 27, 2009 (this “Supplemental Indenture”), is by and among Triad Financial SM LLC, a Delaware limited liability company (“SM LLC”), and Triad Financial SM Inc., a Delaware corporation (“SM Inc.,” and together with SM LLC, collectively, the “Issuer”), and The Bank of New York Mellon, as trustee (the “Trustee”).
TRIAD FINANCIAL HOLDINGS LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 30, 2008Limited Liability Company Agreement • March 31st, 2009 • Triad Financial Sm LLC • Finance services • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 30, 2008, is entered into by and among Triad Financial Holdings LLC (the “LLC”) and the Unitholders.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 31st, 2009 • Triad Financial Sm LLC • Finance services • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of December 29, 2008 (this “Merger Agreement”), is made by and between Triad Financial Corporation, a California corporation (“TFC”), and Triad Financial SM LLC, a Delaware limited liability company (the “Company”). TFC and the Company are sometimes collectively referred to herein as the “Constituent Companies.”
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 31st, 2009 • Triad Financial Sm LLC • Finance services • New York
SECOND SUPPLEMENTAL INDENTURE (“Second Supplemental Indenture”), dated as of December 29, 2008, among Triad Financial SM LLC, a Delaware limited liability company (“SMLLC”), Triad Financial SM Inc., a Delaware corporation and wholly-owned subsidiary of SMLLC (“SMINC”), and The Bank of New York Mellon, a New York banking corporation, as successor to JP Morgan Chase Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2009 • Triad Financial Sm LLC • Finance services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 31, 2008, by and among (i) Triad Financial Holdings LLC, a Delaware limited liability company (the “Company”), (ii) GS Capital Partners 2000, L.P., a Delaware limited partnership, GSCP 2000 Triad Holding, L.P., GS Capital Partners 2000 Employee Fund, L.P., a Delaware limited partnership, GSCP 2000 Offshore Triad Holding, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., a Delaware limited partnership, GSCP 2000 GmbH Triad Holding, L.P., and MTGLQ Investors, L.P., a Delaware limited partnership, (collectively, “Goldman”), (iii) GTCR Fund VIII, L.P., a Delaware limited partnership, Fund VIII/B Triad Splitter, L.P., a Delaware limited partnership, GTCR Co-Invest II, L.P., a Delaware limited partnership, and any investment fund managed by GTCR Golder Rauner, L.L.C., a Delaware limited liability company, or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company, that at any time acquires securitie
