THIRD SUPPLEMENTAL INDENTURE
TO THE INDENTURE
TRIAD FINANCIAL SM, INC.,
as Co-Issuers
THE BANK OF NEW YORK
MELLON
as Trustee
Dated as of March 27,
2009
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:
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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