exv10w3



 






Exhibit No. 10.3




FIRST AMENDMENT TO

INSURANCE AND INDEMNITY AGREEMENT



FIRST AMENDMENT TO INSURANCE AND INDEMNITY AGREEMENT, dated as of August 11, 2006, by and among
FINANCIAL SECURITY ASSURANCE INC., as Insurer (the “Insurer”), TRIAD AUTOMOBILE RECEIVABLES TRUST
2006-B, as Issuer (the “Issuer”), TRIAD FINANCIAL CORPORATION (“Triad”), as Seller and Servicer
(the “Seller” and “Servicer”, respectively) TRIAD FINANCIAL SPECIAL PURPOSE LLC, as Depositor (the
“Depositor”), and CITIBANK, N.A. as Indenture Trustee (the “Indenture Trustee”).




PRELIMINARY STATEMENTS





	 	A.	 	The parties entered into that certain Insurance and Indemnity Agreement (the “Insurance
Agreement”) dated as of May 25, 2006, which provides for, among other things, the issuance
of the FSA Policy to the Indenture Trustee for the benefit of the Holders and the
obligations of the parties thereto.
	 
	 	B.	 	The parties desire to modify the Schedules A and C attached to the Insurance Agreement.




NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the
parties hereto agree as follows:





	1)	 	The Schedule A attached to the Insurance Agreement shall be deleted in its entirety and
replaced by the Schedule A attached hereto.
	 
	2)	 	The Schedule C attached to the Insurance Agreement shall be deleted in its entirety and
replaced by the Schedule C attached hereto.
	 
	2)	 	This Amendment shall be effective as of July 1, 2006.
	 
	3)	 	The Insurance Agreement will continue to be and will remain in full force and effect in
accordance with its terms except as amended hereby.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 







IN WITNESS WHEREOF, the parties have executed this First Amendment to Insurance and Indemnity
Agreement, all as of the day and year first above mentioned.




	 	 	 	 	 
	 	FINANCIAL SECURITY ASSURANCE INC.
as Insurer

 	 
	 	By:  	/s/ Errol Uhr
 	 
	 	 	Name:  	Errol Uhr 	 
	 	 	Title:  	Managing Director 	 
	 
	 
	 	TRIAD AUTOMOBILE RECEIVABLES TRUST 2006-B
as Issuer
 	 
	 	By:  	WILMINGTON TRUST COMPANY	 
	 	 	not in its individual capacity, 	 
	 	 	but solely as Owner Trustee 	 
	 
	 	 	 
	 	By:  	                              /s/ Rachel L. Simpson
 	 
	 	 	Name:  	Rachel L. Simpson 	 
	 	 	Title:  	Sr. Financial Services Officer 	 
	 
	 
	 	TRIAD FINANCIAL SPECIAL PURPOSE LLC
as Depositor

 	 
	 	By:  	/s/ Mike L. Wilhelms
 	 
	 	 	Name:  	Mike L. Wilhelms 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 
	 	TRIAD FINANCIAL CORPORATION
as Seller and Servicer

 	 
	 	By:  	/s/ Mike L. Wilhelms
 	 
	 	 	Name:  	Mike L. Wilhelms 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 
	 	CITIBANK, N.A.
not in its individual capacity, but solely
as Indenture Trustee

 	 
	 	By:  	/s/ John Hannon
 	 
	 	 	Name:  	John Hannon 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature page to First Amendment to Insurance and Indemnity Agreement]




 









 








SCHEDULE A




	 	 	 	 	 	 	 
	Collection	 	 	 	Collection Period	 	 
	Period (number of	 	Delinquency	 	(number of months	 	Delinquency
	months following	 	Rate (%) for Spread	 	following Closing	 	Rate (%) for Spread
	Closing Date)	 	Cap Events	 	Date)	 	Cap Events
	1
	 	0.25%	 	13	 	7.50%
	2
	 	1.00%	 	14	 	7.50%
	3
	 	2.50%	 	15	 	8.25%
	4
	 	3.25%	 	16	 	8.50%
	5
	 	4.25%	 	17	 	8.75%
	6
	 	5.00%	 	18	 	8.75%
	7
	 	5.00%	 	19 and up	 	9.00%
	8
	 	5.75%	 	 	 	 
	9
	 	6.00%	 	 	 	 
	10
	 	6.00%	 	 	 	 
	11
	 	6.00%	 	 	 	 
	12
	 	6.50%	 	 	 	 






 









 






SCHEDULE C




	 	 	 	 	 	 	 
	Collection	 	 	 	Collection Period	 	 
	Period (number of	 	Delinquency	 	(number of months	 	Delinquency
	months following	 	Rate (%) for Trigger	 	following Closing	 	Rate (%) for Trigger
	Closing Date)	 	Events	 	Date)	 	Events
	1
	 	0.50%	 	13	 	9.75%
	2
	 	1.25%	 	14	 	10.00%
	3
	 	2.75%	 	15	 	11.00%
	4
	 	4.50%	 	16	 	11.50%
	5
	 	4.50%	 	17	 	11.50%
	6
	 	5.50%	 	18	 	11.50%
	7
	 	6.75%	 	19	 	12.00%
	8
	 	7.75%	 	20	 	12.00%
	9
	 	8.25%	 	21	 	12.00%
	10
	 	8.25%	 	22	 	12.00%
	11
	 	8.75%	 	23	 	12.00%
	12
	 	8.75%	 	24 and up	 	12.00%