exv10w28






EXHIBIT 10.28




ASSIGNMENT AND ACCEPTANCE




          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.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Promissory Note, as of the
Effective Date inserted by the Assignor as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as Holder under the Promissory Note and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all such outstanding rights and obligations of the Assignor under the
respective facilities identified below and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as Holder) against any person, whether known or unknown, arising under or in connection
with the Promissory Note, any other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the foregoing, including
all claims at law or in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Acceptance, without representation or warranty by the Assignor.





	 	1.	 	Assignor: Hunter’s Glen/Ford Ltd.
	 
	 	2.	 	Assignee: GTCR Fund VIII, L.P., Fund VIII/B Triad Splitter, L.P.
and GTCR Co-Invest II, L.P.
	 
	 	3.	 	Borrower: Triad Financial Holdings LLC
	 
	 	4.	 	Promissory Note: The Secured Promissory Note, issued by Triad
Financial Holdings LLC on December 31, 2008 to the Assignor.
	 
	 	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	 
	 	 	Commitment/Loans for all	 	Commitment/Loans As-	 	Percentage Assigned of
	Assignee	 	Lenders	 	signed	 	Commitment/Loans
	GTCR Fund VIII, L.P.
	 	$	17,000,000	 	 	$	7,198,310	 	 	 	42.343	%
	Fund VIII/B Triad
Splitter, L.P.
	 	$	17,000,000	 	 	$	1,263,270	 	 	 	7.431	%
	GTCR Co-Invest II, L.P.
	 	$	17,000,000	 	 	$	38,420	 	 	 	0.226	%





Effective Date: January 2, 2009.




 









 







The terms set forth in this Assignment and Acceptance are hereby agreed to:




	 	 	 	 	 
	 	 	ASSIGNOR: HUNTER’S GLEN/FORD LTD.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary Schultz
	 

	 	 	 	 
	 

	 	 	 	Name: Gary Schultz
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	ASSIGNEE:
	 
	 	 	 	 
	 	 	GTCR FUND VIII, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	GTCR Partners VIII, L.P.
	 

	 	Its:
	 	General Partner
	 
	 	 	 	 
	 

	 	By:
	 	GTCR Golder Rauner II, L.L.C.
	 

	 	Its:
	 	General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David A. Donnini
	 

	 	 	 	 
	 

	 	 	 	Name: David A. Donnini
	 

	 	 	 	Its: Principal
	 
	 	 	 	 
	 	 	FUND VIII/B TRIAD SPLITTER, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	GTCR Partners VIII, L.P.
	 

	 	Its:
	 	General Partner
	 
	 	 	 	 
	 

	 	By:
	 	GTCR Golder Rauner II, L.L.C.
	 

	 	Its:
	 	General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David A. Donnini
	 

	 	 	 	 
	 

	 	 	 	Name: David A. Donnini
	 

	 	 	 	Its: Principal
	 
	 	 	 	 
	 	 	GTCR CO-INVEST II, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	GTCR Golder Rauner II, L.L.C.
	 

	 	Its:
	 	General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David A. Donnini
	 

	 	 	 	 
	 

	 	 	 	Name: David A. Donnini
	 

	 	 	 	Its: Principal






 









 





Acknowledged by:




TRIAD FINANCIAL HOLDINGS LLC




	 	 	 	 	 
	By:

	 	/s/ Daniel D. Leonard
 

	 	 
	 

	 	Name: Daniel D. Leonard	 	 
	 

	 	 	 	 






 









 






ANNEX I




          Representations and Warranties.




          Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Acceptance and to consummate the
transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Promissory Note, (ii)
the execution, legality, validity, enforceability, genuineness, sufficiency or value of the
Promissory Note, (iii) the financial condition of the Company, any of its subsidiaries or
affiliates or any other person obligated in respect of any Promissory Note or (iv) the performance
or observance by the Company, any of its subsidiaries or affiliates or any other person of any of
their respective obligations under any Promissory Note.




          Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to
consummate the transactions contemplated hereby and to become a Holder under the Promissory Note,
(ii) it satisfies the requirements, if any, specified in the Promissory Note that are required to
be satisfied by it in order to acquire the Assigned Interest and become a Holder, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Promissory Note as Holder
thereunder and by the provisions of the Pledge Agreement, dated as of December 31, 2008, by and
between the Borrower and the Assignor (the “Pledge Agreement”), and, to the extent of the Assigned
Interest, shall have the obligations of a Holder under the Promissory Note and a Beneficiary under
the Pledge Agreement and (iv) it has received a copy of the Promissory Note and the Pledge
Agreement, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Assignor; and (b) agrees that (i) it will, independently and without
reliance on the Assignor and, based on such documentation and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Promissory Note and the Pledge Agreement, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Promissory Note and the Pledged
Agreement are required to be performed by it as a Holder.




          Payments. From and after the Effective Date, the Company shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.




          General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and
Acceptance may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the law of the State of New York.