exv10w25






EXHIBIT 10.25




May 6, 2008




Citigroup Global Markets Realty Corp.

388 Greenwich Street

New York, New York 10013



Ladies and Gentlemen:



The Borrower has submitted one or more Borrowing Requests on or after April 30, 2008 but prior to
the date of this letter (the “Prior Borrowing Requests”) pursuant to that certain Master Residual
Loan Agreement, dated as of April 29, 2005 (the “Residual Loan Agreement”), among Triad Financial
Residual Special Purpose LLC, a Delaware limited liability company (the “Borrower”), JPMorgan Chase
Bank, National Association, a national banking association (the “Collection Account Bank”), and
Citigroup Global Markets Realty Corp., a New York corporation (the “Lender”). Capitalized terms
used herein and not defined herein shall have the meanings set forth in the Residual Loan
Agreement.



The undersigned hereby advise you that one or more of the conditions required for borrowing under
Section 7(b) of the Residual Loan Agreement cannot be satisfied. The undersigned hereby
acknowledge that the Lender is not required to fund the Loans requested pursuant to the Prior
Borrowing Requests. The undersigned hereby request a waiver of certain of the conditions precedent
under Section 7(b) of the Residual Loan Agreement in connection with a Loan to be requested for
funding on May 8, 2008, other than the conditions precedent included in Section 7(b)(i), (ii),
(iii), (iv), (vi), (vii), (ix) and (x) of the Residual Loan Agreement. Borrower agrees that it
will submit a true and correct Borrowing Request for such Loan in the form attached to this letter
as Exhibit A and that it shall only make one Borrowing Request for such Loan in an amount not to
exceed $42,600,000 to be reconciled against the servicing certificate and borrowing base
certificate as of April 30, 2008. The Borrower agrees that it will not make any other Borrowing
Request on or prior to the Renewal Commitment Termination Date. It shall be conditions precedent
to the Borrower making the request for such Loan and to Lender making such Loan that:





(i) an amount equal to the amount of such Loan is made available to the Warehouse
Borrower and applied by the Warehouse Borrower to reduce “Total Warehouse
Outstandings” pursuant to Section 3.03(e) of the Warehouse Lending Agreement,




(ii) on May 8, 2008, after (a) giving effect to the “Advance Rate Reduction” to an
“Advance Rate” of 80.6% for all “Class 1 Eligible Contracts” and (b) after the
Warehouse Borrower applies funds pursuant to Section 3.03(e) as specified in clause
(i) above, no “Borrowing Base Deficiency” will exist, and




(iii) on May 8, 2008, the “Clean-up Call Differential Amount” of at least
$25,000,000 with respect to the “Clean-up Call Contracts” to be purchased by



 









 







TFC, as servicer, in connection with a Clean-up Call on or about May 12, 2008 shall
have been deposited (and the Lender shall have received confirmation of such deposit
to its reasonable satisfaction) in the “Clean-up Call Loan Disbursement Account”
pursuant to Section 2.06 of the Warehouse Lending Agreement.




All terms in the preceding three clauses that are surrounded by quotations shall
have the meanings given to them in the Warehouse Lending Agreement.


In addition, the undersigned agree that clause “Third” in Section 13(b) of the Residual
Loan Agreement shall be replaced with the following: “Third, to Lender, to the payment of the
unpaid principal portion of the Loans, but only to the extent that the Total Outstandings exceed
the Borrowing Base; provided, however, that during the period from May 6, 2008
through, and including, June 30, 2008, 75% (and after June 30, 2008, 100%) of all withdrawn amounts
remaining after the payments pursuant to clauses First and Second above shall be paid to Lender
until the unpaid principal portion of the Loans has been reduced to zero and any remaining
withdrawn amounts shall be distributed sequentially in the order set forth in clauses Fourth
through Eighth below.” To the extent any of the undersigned receive any funds in a manner that is
not consistent with the foregoing sentence, such party shall promptly remit such funds to the
Lender.



This letter shall not take effect until the Lender has received a letter from the Warehouse
Borrower, the Warehouse Seller and TFC in the form attached hereto as Exhibit A.



The execution, delivery and effectiveness of this letter shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Lender under any of the Residual
Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the
Residual Loan Agreement or any of the Loan Documents. The Residual Loan Agreement and each of the
other Loan Documents, except to the extent of the waiver specifically provided above, are and shall
continue to be in full force and effect and are hereby in all respects ratified and confirmed.



In the event that the Lender, in its sole discretion, decides to waive the conditions precedent for
the Loan described above by executing this letter agreement, the undersigned hereby acknowledge and
agree that (i) the Lender is reserving any and all rights and remedies that it may have under the
Residual Loan Agreement, the other Loan Documents and applicable law, including the right to make
no further Loans under the Residual Loan Agreement unless all conditions precedent under Section
4.02 have been satisfied, (ii) no failure or delay on the part of the Lender in the exercise of any
rights and remedies under the Residual Loan Agreement, the other Loan Documents or applicable law
shall impair such rights or remedies or be construed to be a waiver of such rights or remedies or
be construed to waive any Defaults or Events of Default, and (iii) no single or partial exercise of
any such right or remedy shall preclude other or further exercises thereof or any other rights or
remedies.



At its sole cost and without expense to the Lender, on demand, each of the undersigned shall do,
execute, acknowledge and deliver all and every such further acts, agreements, and assurances as


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the Lender shall from time to time reasonably require for better assuring and confirming unto the
Lender the agreements set forth in this letter, including entering into any amendments to the
Residual Loan Agreement and the other Loan Documents.




	 	 	 	 	 
	 	Very truly yours,





TRIAD FINANCIAL CORPORATION

 	 
	 	By:  	/s/ Carl Webb
 	 
	 	 	Name:  	Carl Webb 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	TRIAD FINANCIAL RESIDUAL SPECIAL


PURPOSE LLC

 	 
	 	By:  	/s/ Carl Webb
 	 
	 	 	Name:  	Carl Webb 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Agreed and Accepted:



CITIGROUP GLOBAL MARKETS REALTY CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT A

FORM OF BORROWING REQUEST

[see attached]




 









 








FORM OF BORROWING REQUEST




[Date]





			
	To:	 	Citigroup Global Markets Realty Corp., as lender under the Master
Residual Loan Agreement, dated as of April 29, 2005 (as amended or
otherwise modified from time to time, the “Master Residual Loan
Agreement”), among Triad Financial Residual Special Purpose LLC,
JPMorgan Chase, National Association, and Citigroup Global Markets
Realty Corp.





Ladies and Gentlemen:





     The undersigned, Triad Financial Residual Special Purpose LLC (the “Borrower”), refers
to the Master Residual Loan Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2(f) of the Master
Residual Loan Agreement, of the borrowing of a Loans as specified below:


1. The Business Day of the proposed Loans is [ ].



2. The aggregate amount of the proposed Loans is $[ ].



3. Attached hereto as Exhibit A is a proposed Confirmation Statement with respect to such
Loan.




     The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the proposed Loans, before and after giving effect thereto and to
the application of the proceeds therefrom:




     (a) the representations and warranties of Borrower set forth in Section
8 of the Master Residual Loan Agreement are true and correct in all material
respects as though made on and as of such date; (b) no Default or Event of Default
has occurred and is continuing, or would result from the making of such proposed
Loan; and




     (c) neither the debt incurred by Borrower under the Loan Documents pursuant to
this Borrowing Request nor the lien upon Borrower’s assets created under the Loan
Documents violates or conflicts with, or will result in a violation of or conflict
under, any covenant, agreement, representation or warranty under the indenture
governing the 11.125% Senior Notes due 2013 of the Company or any other indenture or
agreement of, or binding upon, the Company or any of its Affiliates.



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	 	TRIAD FINANCIAL RESIDUAL SPECIAL PURPOSE LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT B

FORM OF LETTER RE: WAREHOUSE FACILITY

[see attached]