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EXHIBIT 10.1




AMENDMENT NO. 2 TO WAREHOUSE LENDING AGREEMENT




     This AMENDMENT NO. 2 TO WAREHOUSE LENDING AGREEMENT (this “Amendment”) is made as of March 15,
2007, to that certain Warehouse Lending Agreement, dated as of April 29, 2005, among Triad
Financial Corporation, as originator and servicer (“Triad”), Triad Financial Warehouse Special
Purpose LLC, as seller (the “Seller”), Triad Automobile Receivables Warehouse Trust, as borrower
(the “Borrower”), The Bank of New York, successor-in-interest to JPMorgan Chase Bank, National
Association, as collection account bank (the “Collection Account Bank”), and Citigroup Global
Markets Realty Corp., as lender (the “Lender”), (as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, the “Loan Agreement”).



W I T N E S S E T H:




     WHEREAS, Triad, the Seller, the Borrower, the Collection Account Bank and the Lender have
entered into the Loan Agreement; and



     WHEREAS, Triad, the Seller, the Borrower, the Collection Account Bank and the Lender wish to
amend the Loan Agreement as provided herein;



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     Section 1.01. Defined Terms. For purposes of this Amendment, unless the context
clearly requires otherwise, all capitalized terms which are used but not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Loan Agreement.



     Section 1.02. Amendment to Definition of “LIBOR”. Section 1.01 of the Loan Agreement
is hereby amended, effective as of the date hereof, by deleting the following clause from the
definition of “LIBOR”:



     (rounded up to the nearest whole multiple of 1/16%).



     Section 1.03. Extension of Term. Pursuant to the last sentence of Section 2.05 of the
Loan Agreement, the Borrower and Lender hereby agree to renew the commitment of the Lender to make
Loans under the Loan Agreement to April 29, 2009 which shall be the “Renewal Commitment Termination
Date” referred to in clause (c) of the definition thereof in the Loan Agreement and shall be the
Expected Facility Termination Date.



     Section 1.04. Waiver of Renewal Commitment Fee. In connection with the renewal of the
commitment of the Lender to make Loans under the Loan Agreement pursuant to Section 1.03 of this
Amendment, Lender hereby waives the obligation of the Borrower to pay the Renewal Commitment Fee
specified in clause (iii) of the definition thereof in the Loan Agreement. Such waiver shall apply
only to the renewal specified in Section 1.03 of this Amendment and shall not apply to any future
renewal.



 









 





     Section 1.05. Effect of Amendment. Upon effectiveness of this Amendment, the Loan
Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the
respective rights, limitations, obligations, duties, liabilities and immunities of Triad, the
Seller, the Borrower, the Collection Account Bank, the Lender and each third-party beneficiary of
the Loan Agreement shall hereafter be determined, exercised and enforced subject in all respects to
such modification and amendment, and all the terms and conditions of this Amendment shall be and be
deemed to be part of the terms and conditions of the Loan Agreement for any and all purposes. All
other terms and conditions of the Loan Agreement shall not be modified, amended or waived and shall
remain in full force and effect.



     Section 1.06. Construction of Amendment in Relation to Original Agreement. In case of
any inconsistency between any provisions of this Amendment and any provisions of the Loan Agreement
prior to this Amendment, the provisions of this Amendment shall control.



     Section 1.07. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.



     Section 1.08. Severability of Provisions. If one or more of the provisions of this
Amendment shall be for any reason whatever held invalid or unenforceable, such provision(s) shall
be deemed severable from the remaining covenants, agreements and provisions of this Amendment and
shall in no way affect the validity or enforceability of such remaining provisions or the rights of
any parties hereto or third-party beneficiaries of the Loan Agreement.



     Section 1.09. Binding Effect. The provisions of this Amendment shall be binding upon
and inure to the benefit of the parties hereto and third-party beneficiaries of the Loan Agreement
and their respective successors and permitted assigns.



     Section 1.10. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which taken together shall constitute
but one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective officers thereunto duly authorized, as of the day first above written.



	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY CORP.,
Lender

 	 
	 	By:  	/s/ Christopher D'Onofrio
 	 
	 	 	Name:  	Christopher D'Onofrio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	TRIAD AUTOMOBILE RECEIVABLES WAREHOUSE TRUST,
Borrower

 	 
	 	By:  	TRIAD FINANCIAL CORPORATION,
as Administrator
 	 
	 



	 	 	 	 	 
	 	By:  	                                           /s/ Mike L.Wilhelms
 	 
	 	 	Name:  	Mike L. Wilhelms 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TRIAD FINANCIAL WAREHOUSE SPECIAL PURPOSE LLC,
Seller

 	 
	 	By:  	/s/ Mike L.Wilhelms
 	 
	 	 	Name:  	Mike L. Wilhelms 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TRIAD FINANCIAL CORPORATION,
Originator

 	 
	 	By:  	/s/ Mike L.Wilhelms
 	 
	 	 	Name:  	Mike L. Wilhelms 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 



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	 	TRIAD FINANCIAL CORPORATION,
Servicer

 	 
	 	By:  	/s/ Mike L.Wilhelms
 	 
	 	 	Name:  	Mike L. Wilhelms 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK,
successor-in-interest
to JPMorgan Chase Bank, National Association,
Collection Account Bank

 	 
	 	By:  	/s/ Janet M. Russo
 	 
	 	 	Name:  	Janet M. Russo 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




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