exv4w7






EXHIBIT 4.7




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, 2005




11.125% SENIOR NOTES DUE 2013




 









 





     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”).



     WHEREAS, the Issuer (as successor in interest to Triad Acquisition Corp. and Triad Financial
Corporation) and the Trustee have entered into that certain Indenture dated as of April 29, 2005,
(as amended by the Supplemental Indenture dated as of April 29, 2005 and Second Supplemental
Indenture dated as of December 29, 2008, the “Indenture”), providing for the issuance of the
11.125% Senior Notes due 2013 (the “Notes”);



     WHEREAS, the Issuer originally issued $150.0 million in aggregate principal amount of the
Notes;



     WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended with the
consent of the Holders of a majority in principal amount of the Notes then outstanding (including
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes);



     WHEREAS, the Issuer desires, and has requested, the Trustee to join with it in entering into
this Supplemental Indenture for the purpose of amending the Indenture in certain respects as
permitted by Section 9.02 of the Indenture;



     WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by the
Board of Managers of SM LLC and Board of Directors of SM Inc.;



     WHEREAS, (1) the Issuer has received the consent of the Holders of a majority in principal
amount of the outstanding Notes and has satisfied all other conditions precedent, if any, provided
under the Indenture to enable the Issuer and the Trustee to enter into this Supplemental Indenture,
all as certified by an Officers’ Certificate, delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture as contemplated by Sections 9.02 and 7.02 of
the Indenture, and (2) the Issuer has delivered to the Trustee simultaneously with the execution
and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental
Indenture as contemplated by Sections 9.02 and 7.02 of the Indenture; and



     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as
follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Deletion of Definitions and Related References. Section 1.01 of the
Indenture is hereby amended to delete in their entirety all terms and their respective definitions
for which all references are eliminated in the Indenture as a result of the amendments set forth in
Article II of this Supplemental Indenture and all cross references to the provisions or definitions
in the Indenture that have been deleted as a result of this Supplemental Indenture.



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ARTICLE II




AMENDMENTS TO INDENTURE




     Section 2.1 Amendments to the Indenture. The Indenture is hereby amended by:



     (i) deleting the following sections of the Indenture and all references thereto in the
Indenture in their entirety:



Section 4.02 (Maintenance of Office or Agency)

Section 4.03 (Reports)

Section 4.04 (Compliance Certificate)

Section 4.05 (Taxes)

Section 4.06 (Stay, Extension and Usury Laws)

Section 4.07 (Restricted Payments)

Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries)

Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock)

Section 4.10 (Asset Sales)

Section 4.11 (Transactions with Affiliates)

Section 4.12 (Liens)

Section 4.13 (Business Activities)

Section 4.14 (Corporate Existence)

Section 4.15 (Offer to Repurchase Upon Change of Control)

Section 4.16 (Incurrence of Indebtedness and Issuance of Guarantees by Restricted Subsidiaries)

Section 4.17 (Payments for Consent)

Section 4.18 (Designation of Restricted and Unrestricted Subsidiaries)

Section 4.19 (Limitation on Investment Company Status)

Sections 5.01(3) and 5.01(4) (Merger, Consolidation, or Sale of Assets)

Sections 6.01(3), 6.01(4), 6.01(5) and 6.01(6) (Events of Default)




ARTICLE III




MISCELLANEOUS PROVISIONS




     Section 3.1 Indenture. Except as amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture
shall be bound by the Indenture as amended hereby. Subject to Section 12.01 of the Indenture, in
the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this
Supplemental Indenture shall control.



     Section 3.2 Severability. In case any provision in this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



     Section 3.3 Capitalized Terms. Capitalized terms used herein but not defined shall
have the meanings assigned to them in the Indenture.



     Section 3.4 Effect of Headings. The Article and Section headings used herein are for
convenience only and shall not affect the construction of this Supplemental Indenture.



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     Section 3.5 Trustee Makes No Representations. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture.



     Section 3.6 Certain Duties and Responsibilities of the Trustee. In entering into this
Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the
Indenture relating to the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.



     Section 3.7 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES WILL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each
of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York
in any action or proceeding arising out of, or relating to, this Supplemental Indenture or the
Notes.



     Section 3.8 Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
one and the same agreement.



     Section 3.9 Successors. All agreements of the Issuer and the Trustee in this
Supplemental Indenture and the Notes shall bind their respective successors.



     Section 3.10 Effectiveness. The provisions of Articles I and II of this Supplemental
Indenture shall be effective at the time the Issuer receives written consents from at least a
majority in aggregate principal amount of the outstanding Notes issued under the Indenture deemed
to be outstanding for purposes of Sections 2.08 and 2.09 of the Indenture.



     Section 3.11 Endorsement and Change of Form of Notes. Any Notes authenticated and
delivered after the close of business on the date that this Supplemental Indenture becomes
effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a
notation as follows:


“Effective as of March 27, 2009, the restrictive covenants of the Issuer and certain of the Events
of Default have been eliminated, as provided in the Third Supplemental Indenture, dated as of March
27, 2009. Reference is hereby made to said Third Supplemental Indenture, copies of which are on
file with the Trustee, for a description of the amendments made therein.”




[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the day and year written above.



	 	 	 	 	 	 	 
	 	 	TRIAD FINANCIAL SM LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Dan Leonard	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Dan Leonard	 	 
	 

	 	 	 	Title: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TRIAD FINANCIAL SM INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dan Leonard	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Dan Leonard	 	 
	 

	 	 	 	Title: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laurence O’Brien	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Laurence O’Brien	 	 
	 

	 	 	 	Title: Vice President