exv10w9






EXHIBIT 10.9




Triad Automobile Receivables Warehouse Trust

5201 Rufe Snow Drive

North Richland Hills, Texas 76180




May 30, 2008




Via Facsimile




Barclays Bank PLC, as Agent

200 Park Avenue

New York, New York 10166

Attn: David Lister

Fax: (212) 412-6846




Ladies and Gentlemen:




Reference is made to the Warehouse Lending Agreement (the “Warehouse Lending Agreement”) dated as
of January 10, 2008 among Triad Automobile Receivables Warehouse Trust as Borrower, Triad Financial
Warehouse Special Purpose LLC as Seller, Triad Financial Corporation as Originator and Servicer,
The Bank of New York as Collection Account Bank, Sheffield Receivables Corporation as Class A
Lender, Barclays Bank PLC as Class B Lender and Barclays Bank PLC as Agent. Capitalized terms used
herein and not otherwise defined shall have the meanings specified therefor in the Warehouse
Lending Agreement.




In addition, reference is also made to the following agreements executed in connection with the
Warehouse Lending Agreement: (i) the Security Agreement, (ii) the Warehouse Affiliate Guaranty,
(iii) the Servicing Agreement, (iv) the Lenders’ Intercreditor Agreement, (v) the Intercreditor
Agreement, insofar as it relates to the facility evidenced by the Warehouse Lending Agreement, (vi)
the Sale and Contribution Agreement, insofar as it relates to the facility evidenced by the
Warehouse Lending Agreement, (vii) the Receivables Purchase Agreement, insofar as it relates to the
facility evidenced by the Warehouse Lending Agreement, and (viii) the Fee Letter (items (i) through
(viii) above being hereinafter collectively referred to as the “Other Terminated Agreements”).




Effective as of the date first written above, upon the execution and delivery of this letter
agreement by each of the parties hereto, the undersigned agree that the Commitment of the Class A
Lender to make Class A Loans and of the Class B Lender to make Class B Loans is hereby irrevocably
terminated with the result that, notwithstanding anything to the contrary in the Warehouse Lending
Agreement, the Termination Date shall be deemed to occur effective as of such date, and the
Warehouse Lending Agreement itself shall terminate effective as of such date; provided, that the
provisions of Sections 3.07, 3.16, 10.04, 11.04, 11.16 (subject to the limitation to two years set
forth therein), 11.20 and 11.21 of the Warehouse Lending Agreement shall




 









 








Barclays Bank PLC, as Agent

May 30, 2008

Page 2 of 6



survive such termination of the Warehouse Lending Agreement. Effective upon the termination of the
Warehouse Lending Agreement, the parties hereto further agree that solely to the extent that the
Other Terminated Agreements relate to the facility evidenced by the Warehouse Lending Agreement,
the Other Terminated Agreements shall terminate and shall be of no further force and effect, except
to the extent that any provision thereof, by its terms, survives such termination. Promptly
following the receipt by the Agent of duly executed and delivered counterpart signature pages from
each of the parties to this letter agreement, the Agent, in its capacity as the Secured Party under
and as defined in the Security Agreement, and in accordance with Section 12(a) of the Security
Agreement, shall promptly deliver to the Borrower (at the sole cost and expense of the Borrower)
any Collateral held by the Agent under the Security Agreement and execute and deliver to the
Borrower (at the sole cost and expense of the Borrower) such documents as the Borrower shall
reasonably request to evidence or effect the termination of the security interest granted to the
Agent under the Security Agreement, including, without limitation, the second priority lien granted
to the Agent in the Other Warehouse Financing Facility Collateral. Upon receipt by the Borrower of
written notice from the Agent (which may be in the form of electronic mail) that the Agent has
received delivery of duly executed counterpart signature pages from each of the parties to this
letter agreement, the Borrower is hereby authorized by the Agent to terminate or cause the
termination of the Uniform Commercial Code financing statements pertaining to the liens and
security interest created by the Security Agreement.



This letter agreement is entered into in accordance with Section 11.02 of the Warehouse Lending
Agreement. This letter agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall constitute one and
the same agreement, and shall be effective when all counterpart signature pages so executed shall
have been delivered to the Agent. Delivery of an executed counterpart of a signature page to this
letter agreement by facsimile shall be effective as delivery of a manually executed counterpart of
this letter agreement. This letter agreement shall be governed by and construed in accordance with
the laws of the State of New York.





 









 








Barclays Bank PLC, as Agent

May 30, 2008

Page 3 of 6




     IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be executed by
their duly authorized representatives on the date first written above.



	 	 	 	 	 
	 	TRIAD AUTOMOBILE RECEIVABLES 
WAREHOUSE TRUST,

Borrower




By: WILMINGTON TRUST COMPANY,

not in its individual capacity

but solely as Owner Trustee

 	 
	 	By:  	/s/ Rachel L. Simpson
 	 
	 	 	Name:  	Rachel L. Simpson 	 
	 	 	Title:  	Senior Financial Services Officer 	 



 









 






	 	 	 	 	 



Barclays Bank PLC, as Agent

May 30, 2008

Page 4 of 6




	 	 	 	 	 
	 	TRIAD FINANCIAL WAREHOUSE 
SPECIAL PURPOSE LLC,

Seller

 	 
	 	By:  	/s/ Mike L. Wilhelms
 	 
	 	 	Name:  	Mike L. Wilhelms 	 
	 	 	Title:  	Senior Vice President & Chief

Financial Officer 	 
	 
	 	TRIAD FINANCIAL CORPORATION,

Originator

 	 
	 	By:  	/s/ Daniel D. Leonard
 	 
	 	 	Name:  	Daniel D. Leonard 	 
	 	 	Title:  	President & Chief Executive

Officer 	 
	 
	 	TRIAD FINANCIAL CORPORATION,

Servicer

 	 
	 	By:  	/s/ Daniel D. Leonard
 	 
	 	 	Name:  	Daniel D. Leonard 	 
	 	 	Title:  	President & Chief Executive

Officer 	 



 









 






	 	 	 	 	 



Barclays Bank PLC, as Agent

May 30, 2008

Page 5 of 6




	 	 	 	 	 
	 	THE BANK OF NEW YORK,

Collection Account Bank

 	 
	 	By:  	/s/ Byron M. Tinnin
 	 
	 	 	Name:  	Byron M. Tinnin 	 
	 	 	Title:  	Vice President 	 



 









 







Barclays Bank PLC, as Agent

May 30, 2008

Page 6 of 6




	 	 	 	 	 
	 	SHEFFIELD RECEIVABLES CORPORATION,

Class A Lender




By:  BARCLAYS BANK PLC, as attorney-in-fact

 	 
	 	By:  	/s/ David Lister
 	 
	 	 	Name:  	David Lister 	 
	 	 	Title:  	Director 	 
	 
	 	BARCLAYS BANK PLC,

Class B Lender

 	 
	 	By:  	/s/ Pierre Duleyrie
 	 
	 	 	Name:  	Pierre Duleyrie 	 
	 	 	Title:  	Director 	 
	 
	 	BARCLAYS BANK PLC,

the Agent

 	 
	 	By:  	/s/ Pierre Duleyrie
 	 
	 	 	Name:  	Pierre Duleyrie 	 
	 	 	Title:  	Director