EXCHANGE AGREEMENT

EXHIBIT 10.30

EXCHANGE AGREEMENT

BY AND AMONG

TRIAD GUARANTY INC.

COLLATERAL INVESTMENT CORP.

AND

THE SHAREHOLDERS OF COLLATERAL INVESTMENT CORP.
LISTED ON THE SIGNATURE PAGES HERETO

Dated as of May 18, 2005

EXCHANGE AGREEMENT

     THIS EXCHANGE AGREEMENT is made as of the 18th day of May, 2005, by and among Triad Guaranty Inc., a Delaware corporation (“Triad”), Collateral Investment Corp., a Delaware corporation (“CIC”), and the shareholders of CIC listed on the signature pages hereto (collectively, the “Principal CIC Shareholders”).

W I T N E S S E T H:

     A. The assets of CIC include 2,573,551 shares (the “Old Triad Shares”) of Triad Common Stock (as hereinafter defined) and certain other assets. The Principal CIC Shareholders own in excess of 51% of the issued and outstanding shares of voting common stock, and own in excess of 37% of the issued and outstanding shares of non-voting common stock, of CIC.

     B. CIC and the Principal CIC Shareholders have proposed that Triad and CIC effect a transaction whereby CIC will transfer to Triad the Old Triad Shares and Triad will transfer to CIC 2,528,514 shares of Triad Common Stock (the “New Triad Shares”) in accordance with Section 2.4(A) (the “Transaction”). Immediately prior to the consummation of this Transaction, CIC will transfer and sell to Collateral Mortgage Ltd. (“CML”) substantially all of its assets, other than the Old Triad Shares, and transfer to CML or otherwise satisfy all indebtedness and other contractual obligations of CIC (the “CML Transaction”). Immediately following consummation of the CML Transaction and this Transaction, CIC intends to distribute all of the New Triad Shares and any remaining distributable assets of CIC to the CIC Shareholders (as herein defined) pursuant to a plan of complete liquidation of CIC (the “Liquidation”). Contemporaneous with the consummation of this Transaction and as a condition to Triad entering into this Agreement, CIC, the Principal CIC Shareholders and Triad are entering into a Share Transfer Restriction Agreement, which provides for certain restrictions on the transfer of the New Triad Shares by the CIC Shareholders, and an Escrow Agreement, which provides for the escrow of certain of the New Triad Shares.

     C. Triad and CIC have determined that this Transaction is advisable and in the best interests of Triad and CIC, respectively, and their respective shareholders.

     D. Triad, CIC and the Principal CIC Shareholders desire to consummate this Transaction upon the terms and subject to the conditions set forth in this Agreement.

     E. CIC and the Principal CIC Shareholders intend that this Transaction and the Liquidation shall constitute a reorganization within the meaning of Section 368(a)(1)(C) and Section 368(a)(2)(G) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and this Exchange Agreement shall constitute a plan of reorganization.

     NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

ARTICLE I.

DEFINITIONS

     1.1. Definitions. The following terms shall have the following meanings for the purposes of this Agreement:

          “Affiliate” shall mean, with respect to any specified Person, (i) any other Person which, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such specified Person, (ii) any other Person which is a director, officer or partner, or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, of the specified Person or a Person described in clause (i) of this paragraph, (iii) another Person of which the specified Person is a director, officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (iv) another Person in which the specified Person has a substantial beneficial interest or as to which the specified Person serves as trustee or in a similar capacity or (v) any relative or spouse of the specified Person or any of the foregoing Persons, any relative of such spouse or any spouse of any such relative. For purposes of this Agreement, Triad shall not be deemed an Affiliate of CIC or any Principal CIC Shareholder.

          “Agreement” shall mean this Exchange Agreement, including all exhibits and schedules hereto, as it may be amended from time to time in accordance with its terms.

          “Business Day” shall mean any day of the year other than (1) any Saturday or Sunday or (ii) any other day on which banks located in Winston-Salem, North Carolina are authorized or required to be closed for business.

          “CIC” shall have the meaning set forth in the preamble hereto.

          “CIC Common Stock” shall have the meaning set forth in Section 3.3.

          “CIC Consolidated Financial Statements” shall have the meaning set forth in Section 3.9.

          “CIC Disclosure Schedule” shall mean the schedule delivered by CIC to Triad concurrently with the execution of this Agreement.

          “CIC Escrow Certificates” shall have the meaning set forth in Section 2.4(B).

          “CIC Material Adverse Effect” shall mean with respect to CIC, any event, change, occurrence, development, circumstance or effect that is or would reasonably be expected to be materially adverse to (i) the assets, properties or condition (financial or otherwise) of CIC, or (ii) the ability of such party to consummate the transactions contemplated by this Agreement, provided, however, that the liquidation of CIC following the completion of the Transaction shall be deemed not to have or result in a CIC Material Adverse Effect.

          “CIC Representative” shall have the meaning set forth in Section 9.13.

          “CIC Requisite Vote” shall have the meaning set forth in Section 3.4.

          “CIC Securities” shall have the meaning set forth in Section 3.3.

          “CIC Shareholders” shall mean the holders of the outstanding CIC Common Stock.

          “CIC Shareholder Escrow Certificate” shall have the meaning set forth in Section 2.6(D).

          ”CIC Shareholder Meeting” shall have the meaning set forth in Section 3.4.

          “Closing” shall have the meaning set forth in Section 6.1.

          “Closing Date” means the actual date on which the Closing occurs.

          “CML Transaction” shall have the meaning set forth in the recitals hereto.

          “Code” shall have the meaning set forth in the recitals hereto.

          “Environmental Law” shall have the meaning set forth in Section 3.11.

          “Escrow Agent” shall mean AmSouth Bank, an Alabama banking corporation.

          “Escrow Agreement” shall mean the Escrow Agreement, dated as of the Closing Date, among Triad, CIC, the Principal CIC Shareholders and the Escrow Agent in the form attached hereto as Exhibit A.

          “Escrow Liquidation Notice” shall have the meaning set forth in Section 2.6(D).

          “Escrow Shares” shall have the meaning set forth in Section 2.4(B).

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          “Governmental Authority” shall have the meaning set forth in Section 3.6.

          “HSR Act” shall have the meaning set forth in Section 3.6.

          “Indemnified Person” shall mean the Person or Persons entitled to, or claiming a right to, indemnification under Article VIII.

          “Indemnifying Person” shall mean the Person or Persons claimed by the Indemnified Person to be obligated to provide indemnification under Article VIII.

          “Indemnifying CIC Shareholders” shall mean William T. Ratliff, III and William T. Ratliff, Jr.

          “IRS” shall mean the United States Internal Revenue Service.

          “Law” shall have the meaning set forth in Section 3.7.

          “Liability” shall mean any past, present or future liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute, fixed, contingent or otherwise, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability or obligation for Taxes.

          “Lien” shall mean any lien, Liability, mortgage, charge, restriction, pledge, security interest, option, lease, sublease or right of any third party, other than any restriction arising under federal or state securities laws.

          “Liquidation” shall have the meaning set forth in the recitals hereto.

          “Liquidation Notice” shall have the meaning set forth in Section 2.6(C).

          “Loss” or “Losses” shall mean any and all losses, Liabilities, costs, claims, damages, penalties and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation and litigation). In the event any of the foregoing are indemnifiable hereunder, the terms “Loss” and “Losses” shall include any and all reasonable attorneys’ fees and expenses and reasonable costs of investigation and litigation incurred by the Indemnified Person in enforcing such indemnity. The amount of any Loss or Losses incurred or suffered by the Indemnified Person shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Person with respect to such Loss or Losses and (ii) any net Tax benefit or detriment realized by the Indemnified Person arising from the facts or circumstances giving rise to such Loss or Losses or arising from indemnification for such Loss or Losses.

          “Market Price” shall mean the last quoted sale price for shares of Triad Common Stock on the Nasdaq National Market on the date hereof.

          “New Triad Shares” shall have the meaning set forth in the recitals hereto.

          “No-Action Letter” shall have the meaning set forth in Section 5.1(A).

          “Old Triad Shares” shall have the meaning set forth in the recitals hereto.

          “Person” shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association or other entity.

          “Plan of Liquidation” shall have the meaning set forth in Section 2.6(B).

          “Principal CIC Shareholders” shall have the meaning set forth in the recitals hereto.

          “Registration Statement” shall have the meaning set forth in Section 5.1(B).

          “Related Agreements” means the Escrow Agreement, the Share Transfer Restriction Agreement and any other document or agreement delivered in connection with this Agreement.

          “Reorganization” means the Transaction, CML Transaction and Liquidation.

          “SEC” shall have the meaning set forth in Section 4.6.

          “Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder.

          “Share Transfer Restriction Agreement” shall mean the Share Transfer Restriction Agreement, dated as of the Closing Date, among Triad, CIC, the Principal CIC Shareholders and the other signatories thereto in the form attached hereto as Exhibit B.

          “Share Transfer Restriction Agreement Legend” shall mean the legend set forth in Section 2.8(A).

          “Subsidiary” shall mean, with respect to any Person, any corporation or other entity, whether incorporated or unincorporated, of which (i) such Person or any other Subsidiary of such Person is a general partner or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other entity is, directly or indirectly, owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and any one or more of its Subsidiaries.

          “Taxes” shall mean all taxes, charges, fees, duties (including customs duties), levies or other assessments, including income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, goods and services, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational, interest equalization, windfall profits, severance, license, payroll, environmental, capital stock, disability, employee’s income withholding, other withholding, unemployment and Social Security taxes, which are imposed by any Governmental Authority, and such term shall include any interest, penalties or additions to tax attributable thereto.

          “Tax Return” shall mean any report, return or other information required to be supplied to a Governmental Authority in connection with any Taxes.

          “Transaction” shall have the meaning set forth in the recitals hereto.

          “Triad” shall have the meaning set forth in the preamble hereto.

          “Triad Common Stock” shall mean the common stock, par value $.01 per share, of Triad.

          “Triad Disclosure Schedule” shall have the meaning set forth in Section 4.4.

          “Triad Indemnified Parties” shall mean Triad, each of its Subsidiaries and Affiliates and each of their respective officers, directors, shareholders, employees, agents and representatives; provided, that in no event shall CIC or any CIC Shareholder be deemed a Triad Indemnified Party.

          “Triad Material Adverse Effect” shall mean with respect to Triad, any event, change, occurrence, development, circumstance or effect that is or would reasonably be expected to be materially adverse to the ability of such party to consummate the transactions contemplated by this Agreement.

          “Triad SEC Reports” shall have the meaning set forth in Section 4.6.

     1.2. Interpretation. The headings preceding the text of Articles and Sections included in this Agreement and the headings to Schedules attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder. References to Articles, Sections, Subsections, Exhibits or Disclosure Schedules shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section or clause of or Exhibit or Schedule to this Agreement. No specific representation, warranty or covenant contained herein shall limit the generality or applicability of a more general representation, warranty or covenant contained herein. A breach of or inaccuracy in any representation, warranty or covenant shall not be affected by the fact that any more general or less general representation, warranty or covenant was not also breached or inaccurate.

ARTICLE II.

THE TRANSACTION AND RELATED MATTERS

     2.1. Transfer of Old Triad Shares. Subject to the terms and conditions of this Agreement, at and as of the Closing, CIC shall sell, assign, transfer and deliver to Triad, free and clear of all Liens, the Old Triad Shares and Triad shall acquire, and accept the assignment, transfer and delivery of, the Old Triad Shares.

     2.2. Delivery of Old Triad Shares by CIC. At the Closing, CIC shall effect the transfer of the Old Triad Shares to Triad by delivering to Triad certificates registered in the name of CIC representing all of the Old Triad Shares, which certificates shall be duly endorsed for transfer or accompanied by duly executed stock powers.

     2.3. No Assumption of Debt. Notwithstanding anything else in this Agreement, neither Triad nor any of its Affiliates shall assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any debt, obligation or other Lien of, or claim against, the Old Triad Shares, CIC or any of its Affiliates or shareholders whatsoever.

     2.4. Consideration for Transfer of Old Triad Shares.

          A. At the Closing, as aggregate and complete consideration for the transfer of the Old Triad Shares by CIC to Triad, Triad shall issue to CIC the New Triad Shares.

          B. Triad shall effect the delivery of the New Triad Shares to CIC by delivering (i) to CIC stock certificates registered in the name of CIC representing 2,275,662 of the New Triad Shares and (ii) to the Escrow Agent, on behalf of CIC, stock certificates registered in the name of CIC (the “CIC Escrow Certificates”) representing 252,852 of the New Triad Shares (the “Escrow Shares”), in each case containing the Share Transfer Restriction Agreement Legend. Contemporaneous with such deliveries, CIC shall deliver to the Escrow Agent such reasonable number of duly executed stock powers (undated and in blank, with Medallion guarantee) relating to the Escrow Shares as Triad shall request in order to satisfy the obligations of CIC and the CIC Shareholders under the Escrow Agreement.

          C. The Escrow Shares represented by the CIC Escrow Certificates shall be pledged by CIC to Triad pursuant to the terms of the Escrow Agreement to serve as security for the obligations and liabilities of CIC and the Indemnifying CIC Shareholders set forth in Article VIII. From and after the Liquidation, the Escrow Shares represented by the CIC Escrow Certificates shall be pledged by each of the CIC Shareholders to Triad pursuant to the terms of the Escrow Agreement to serve as security for the obligations and liabilities of CIC and the Indemnifying CIC Shareholders set forth in Article VIII. The release of the Escrow Shares from escrow shall be governed by the terms of the Escrow Agreement.

     2.5. Payment of Transaction Expenses by CIC. CIC and the Indemnifying CIC Shareholders jointly and severally agree to reimburse Triad promptly for all of Triad’s reasonable out-of-pocket costs and reasonable expenses (including securities registration, legal, investment banking, transfer agent and other necessary advisory or professional fees and expenses of Triad and its Board of Directors and any committee thereof) paid and to be paid to unrelated third parties, and documented in summary form by Triad to the reasonable satisfaction of CIC, in connection with this Agreement and the Related Agreements and the transactions provided for herein and therein. CIC and the Indemnifying CIC Shareholders jointly and severally agree to pay all of their own expenses in connection with this Agreement and the Related Agreements and the transactions provided for herein and therein and to pay all sales, use, stamp, transfer, service, recording and like Taxes, if any, imposed by any Governmental Authority in connection with the transfer and assignment of the Old Triad Shares or the New Triad Shares.

     2.6. CML Transaction; CIC Liquidation; Escrow Certificates.

     A. Prior to the Closing of this Transaction, CIC shall complete the CML Transaction.

     B. Within sixty (60) days following the Closing and the consummation of this Transaction and CIC’s and the Escrow Agent’s receipt of the CIC Escrow Certificates pursuant to Section 2.4(B), CIC shall transfer and distribute all of its remaining assets, including the New Triad Shares, to the CIC Shareholders pursuant to

resolutions of the Board of Directors of CIC (the “Plan of Liquidation”) furnished to Triad.

     C. Upon consummation of the Liquidation, CIC shall deliver to Triad (i) a written notice to Triad confirming that the Liquidation has occurred and setting forth the number of New Triad Shares (other than the Escrow Shares) that each CIC Shareholder is entitled to receive in connection with the Liquidation (the “Liquidation Notice”) and (ii) certificates registered in the name of CIC representing all of the New Triad Shares (other than the Escrow Shares), which certificates shall be duly endorsed for transfer or accompanied by duly executed stock powers. As soon as practicable following Triad’s receipt of the Liquidation Notice and the certificates representing the New Triad Shares (other than the Escrow Shares) together with confirmation reasonably satisfactory to Triad of each CIC Shareholder’s agreement to the Share Transfer Restriction Agreement and the Escrow Agreement, Triad shall deliver to each such CIC Shareholder one or more certificates registered in the name of each such CIC Shareholder, containing the Share Transfer Restriction Agreement Legend, representing the number of New Triad Shares (other than the Escrow Shares) entitled to be received by such CIC Shareholder as designated by CIC pursuant to the Liquidation Notice.

     D. CIC shall effect the distribution of the Escrow Shares to the CIC Shareholders in the Liquidation by (i) delivering to Triad and the Escrow Agent a written notice confirming that the Liquidation has occurred and setting forth the number of Escrow Shares that each CIC Shareholder is entitled to receive in connection with the Liquidation (the “Escrow Liquidation Notice”) and (ii) delivering to Triad such reasonable number of duly executed stock powers (undated and in blank, with Medallion guarantee) from each CIC Shareholder as Triad shall request, which stock powers shall relate to the Escrow Shares to be received by such CIC Shareholder as designated by CIC pursuant to the Escrow Liquidation Notice. As soon as practicable following Triad’s receipt of the Escrow Liquidation Notice and the stock powers from each CIC Shareholder relating to the Escrow Shares, (i) Triad shall deliver to the Escrow Agent the certificates evidencing the Escrow Shares to which the CIC Shareholders are entitled as designated by CIC pursuant to the Escrow Liquidation Notice (each, a “CIC Shareholder Escrow Certificate”), accompanied by each CIC Shareholder’s duly executed stock powers relating to the Escrow Shares, which certificates shall replace the CIC Escrow Certificates held by the Escrow Agent in the Escrow Fund (as defined in the Escrow Agreement) and (ii) Triad and the Escrow Agent shall cause the CIC Escrow Certificates to be cancelled.

     2.7. No Fractional Shares.

     A. No certificates representing fractional shares of Triad Common Stock shall be issued in connection with this Transaction.

     B. In lieu of the distribution by CIC to the CIC Shareholders of any fractional New Triad Shares in connection with the Liquidation, CIC shall specify the manner of distributing the New Triad Shares to the CIC Shareholders such that each CIC Shareholder shall receive a whole number of New Triad Shares.

     C. In lieu of the deposit by Triad, on behalf of CIC or the CIC Shareholders, as the case may be, with the Escrow Agent of any fractional New Triad Shares designated as Escrow Shares in connection with the Escrow Agreement_, the number of shares to be so deposited as Escrow Shares thereunder shall be rounded up to the nearest whole share. The Escrow Liquidation Notice provided by CIC to Triad and the Escrow Agent upon the consummation of the Liquidation shall provide for each CIC Shareholder to be entitled to receive a whole number of Escrow Shares.

     2.8. Transfer Legends. For so long as the restrictions described below are applicable to such shares as determined by Triad in Triad’s reasonable discretion: each certificate of Triad Common Stock representing New Triad Shares (including the Escrow Shares) shall be stamped or otherwise imprinted with a Share Transfer Restriction Agreement Legend in substantially the following form:

“The sale, transfer or other disposition of the shares represented by this certificate prior to                      is subject to, and may not be made except in compliance with, the conditions specified in a Share Transfer Restriction Agreement with Triad Guaranty Inc. (the “Company”). A copy of the Share Transfer Restriction Agreement is on file and may be inspected at the principal office of Triad and will be furnished by Triad to the holder hereof upon request and without charge.”

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF CIC
AND THE INDEMNIFYING CIC SHAREHOLDERS

          CIC and the Indemnifying CIC Shareholders jointly and severally represent and warrant to Triad as of the date of this Agreement as follows:

     3.1. Organization, Standing and Qualification of Company. CIC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own or lease its properties and to carry on its business as now being conducted. CIC is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a CIC Material Adverse Effect.

     3.2. Company Subsidiaries. As of the Closing, CIC will have no Subsidiaries and, except for the Old Triad Shares, CIC will have no other direct or indirect equity or similar interest or other investment in any corporation, partnership, joint venture, limited liability company or other entity. Any such other interest or other investment shall, as of the Closing, have been transferred or otherwise disposed of pursuant to the CML Transaction.

     3.3. Capital Stock. The authorized capital stock of CIC consists of 7,250 shares of voting common stock, $0.01 par value, and 72,500 shares of non-voting common stock, $0.01 par value, of which 6,976.56 shares of voting common stock and 68,257.70 shares of non-voting common stock (collectively, the “CIC Common Stock”) are issued and outstanding as of the date

hereof. All of the issued and outstanding shares of CIC Common Stock have been validly issued and are fully paid and non-assessable and free of preemptive rights and all rights of first refusal or first offer. Section 3.3 of the CIC Disclosure Schedule contains a complete and correct list of each stockholder of CIC, the corresponding number of shares of CIC Common Stock held by such stockholder and the address for each stockholder. CIC has no stock option plan or stock option agreement. Except as set forth above or as reflected in Section 3.3 of the CIC Disclosure Schedule, there are outstanding (1) no shares of capital stock or other voting securities of CIC, (2) no securities of CIC convertible into, exercisable or exchangeable for shares of capital stock or voting securities of CIC, (3) no options, warrants or other rights to acquire from CIC, and no obligations of CIC to issue, any capital stock, voting securities or securities convertible into, exercisable or exchangeable for capital stock or voting securities of CIC, and (4) no equity equivalents, or interests in the ownership or earnings, of CIC or other similar rights (including stock appreciation rights) (collectively, “CIC Securities”). There are no outstanding obligations of CIC or any CIC Shareholder to repurchase, redeem or otherwise acquire any CIC Securities. Except as set forth in Section 3.3 of the CIC Disclosure Schedule, there are no shareholder agreements, voting trusts or other agreements or understandings to which CIC or any CIC Shareholder is a party or by which either is bound relating to the voting or disposition of any CIC Securities. No bonds, debentures, notes or other indebtedness of CIC granted to the holders thereof the right to vote on any matters on which holders of capital stock of CIC generally may vote.

     3.4. Authorization. The Board of Directors of CIC has (a) adopted resolutions approving this Agreement, the Related Agreements, the CML Transaction and the Plan of Liquidation and declaring their advisability and approving the Transaction and all other transactions contemplated hereby and thereby and (b) authorized the execution and delivery of this Agreement, the Related Agreements, the documents related to the CML Transaction and the Plan of Liquidation and has directed by resolution that this Agreement, the CML Transaction and the Plan of Liquidation be submitted to a vote of the holders of voting CIC Common Stock taken at a meeting called for the purpose of considering and acting upon this Agreement, the CML Transaction and the Plan of Liquidation (the “CIC Shareholder Meeting”), and has not withdrawn or modified such approval or resolutions. CIC has all necessary corporate power and authority to enter into this Agreement, the Related Agreements, the CML Transaction and the Plan of Liquidation and, subject to obtaining all required regulatory and stockholder approvals, to consummate the transactions contemplated hereby and thereby. A vote by the majority of the issued and outstanding shares of voting CIC Common Stock (the “CIC Requisite Vote”) is the only vote of the holders of any class or series of capital stock of CIC necessary to adopt this Agreement, the CML Transaction and the Plan of Liquidation and approve the transactions contemplated hereby and thereby. No other vote or consent of the stockholders of CIC is required by Law, the certificate of incorporation or bylaws of CIC or otherwise in order for CIC to adopt this Agreement, the CML Transaction and the Plan of Liquidation or to approve the transactions contemplated hereby or thereby. Subject to the CIC Requisite Vote, the execution and delivery of this Agreement, the CML Transaction and the Plan of Liquidation have been duly authorized by all necessary corporate action on behalf of CIC. Subject to the CIC Requisite Vote, this Agreement, the CML Transaction and the Plan of Liquidation have been duly and validly executed and delivered by CIC and constitute the valid and legally binding obligations of CIC, enforceable against it in accordance with their respective terms, except to the extent such enforceability is limited by bankruptcy, receivership, insolvency, reorganization, moratorium or

similar laws affecting or relating to creditors rights generally and subject to general principles of equity. The Principal CIC Shareholders have all necessary power and authority to enter into this Agreement and the Related Agreements and, subject to obtaining any required regulatory approvals, to consummate the transactions contemplated hereby and thereby.

     3.5. Certificate of Incorporation and Bylaws. CIC has delivered to Triad true and complete copies of its certificate of incorporation and bylaws as in effect as of the date hereof. CIC is not in default under its certificate of incorporation or bylaws or any similar charter documents.

     3.6. Consents and Approvals. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, state securities or blue sky laws and the consents and approvals listed in Section 3.6 of the CIC Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of, any local, state, federal or foreign court, government, governmental department, commission, instrumentality, board, tribunal, administrative or regulatory body, agency or authority, including the Internal Revenue Service and other taxing authorities (a “Governmental Authority”), or any other Person is necessary for the consummation by CIC of this Transaction, the CML Transaction and the Liquidation. No filing in connection with the Transaction or Liquidation is required of CIC or any Indemnifying CIC Shareholder pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     3.7. Defaults and Conflicts. Subject to the receipt of all consents and approvals contemplated by this Agreement, the Related Agreements, including Section 3.6 of the CIC Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, including the CML Transaction and the Liquidation, or the fulfillment of and compliance with the terms and provisions hereof or thereof will: (a) violate any material judicial, administrative or arbitral order, writ, decree, award, judgment, ordinance, injunction, decree, law, permit, statute, rule or regulation enacted or promulgated by any Governmental Authority or arbitrator (“Law”) applicable to CIC; (b) conflict with or result in any breach of any provision of the respective terms, conditions or provisions of the certificate of incorporation or bylaws (or similar charter documents) of CIC; (c) conflict with, result in a material breach of, constitute a default under or accelerate or permit the acceleration of the performance required by, any indenture or any agreement or other instrument to which CIC is a party or by which CIC is bound; (d) result in the creation of any material Lien, charge or encumbrance upon any of the assets of CIC under any such agreement or instrument; or (e) terminate or give any party thereto the right to terminate any such indenture, agreement or instrument. Except as set forth in Section 3.7 of the CIC Disclosure Schedule, no consent of any third party to any indenture, agreement or other instrument to which CIC is a party is required in connection with this Transaction, the CML Transaction and the Liquidation.

     3.8. Title to Old Triad Shares. Except as set forth in Section 3.8 of the CIC Disclosure Schedule, CIC owns all of the Old Triad Shares beneficially and of record, and has full power and authority to convey, free and clear of all Liens, the Old Triad Shares. At the Closing, upon the delivery and transfer by Triad to CIC and the Escrow Agent, as provided in Section 2.4(B), of certificates for the New Triad Shares, CIC will convey to Triad, and Triad will receive, good, valid and marketable title to the Old Triad Shares, free and clear of all Liens (other than those

which arise out of actions taken exclusively by Triad). The assignments, endorsements, stock powers and other instruments of transfer delivered by CIC to Triad at the Closing will be sufficient to transfer to Triad the entire interest, legal and beneficial, in the Old Triad Shares. Except for this Agreement, there is no subscription, option, warrant, call, conversion or other right, commitment or contract of any nature obligating CIC or any CIC Shareholder or any Affiliate of CIC or any CIC Shareholder to transfer or sell, or cause the transfer or sale of, any Old Triad Shares. There are no voting agreements, voting trust agreements, proxies or shareholder or similar agreements relating to the Old Triad Shares.

     3.9. CIC Consolidated Financial Statements

     A. CIC has made available to Triad true, correct and complete copies of the audited consolidated balance sheets, audited consolidated income statements, audited consolidated statements of change in stockholders equity and audited consolidated statements of cash flows of CIC and its Subsidiaries as of and for the fiscal years ended December 31, 2004 and 2003 (all such financial statements referred to in this paragraph (A), collectively, the “CIC Consolidated Financial Statements”).

     B. The CIC Consolidated Financial Statements (including the notes thereto) have been prepared in accordance with GAAP and are accurate, complete and present fairly, in all material respects, the financial condition of CIC and its Subsidiaries on a consolidated basis as at such dates and the results of operations, changes in stockholder equity and cash flows of CIC and its Subsidiaries on a consolidated basis for such periods.

     C. Since December 31, 2004, there has not been a CIC Material Adverse Effect.

     3.10. Undisclosed Liabilities. Neither CIC nor any of its Subsidiaries has any Liability (and to the knowledge of CIC and the Indemnifying CIC Shareholders, there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against any of them giving rise to any Liability), except for (i) Liabilities set forth in the CIC Consolidated Financial Statements, and (ii) Liabilities which have arisen since December 31, 2004 in the ordinary course of business consistent with past practice (none of which relates to any breach of contract, breach of warranty, tort, infringement, or violation of Law or arose out of any charge, complaint, action, suit, proceedings, hearing, investigation, claim, or demand or could, individually or in the aggregate, reasonably be likely to have a CIC Material Adverse Effect).

     3.11. Environmental Issues. Neither CIC nor any of its Subsidiaries has any Liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, including under any federal, state, and local laws, regulations and requirements currently in force relating to the protection of natural resources, the environment and public and employee health and safety or pollution or the release of or exposure to hazardous materials (collectively, “Environmental Laws”).

     3.12. Litigation. Except as set forth in Section 3.12 of the CIC Disclosure Schedule, there is no action, suit, arbitration, mediation, investigation or proceeding pending against or, to the knowledge of CIC and the Indemnifying CIC Shareholders, threatened against or affecting CIC, any of its Subsidiaries or the Old Triad Shares, at law or in equity, or before any Governmental Authority or administrative body or agency or before any arbitrator, including under any Environmental Laws. Neither CIC nor any of its Subsidiaries is in default with respect to any order, writ, award, judgment, injunction or decree of any Governmental Authority or arbitrator applicable to it.

     3.13. Compliance with Laws. CIC and each of its Subsidiaries has complied and is currently in compliance in all material respects with all Laws applicable to their respective businesses, properties and assets.

     3.14. Employee Benefit Plans. Except as set forth in Section 3.14 of the CIC Disclosure Schedule, CIC and its Subsidiaries have no employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), nor any other plan, arrangement and agreement providing employee benefits, that covers current or former employees of CIC or any Affiliate thereof and is presently maintained by CIC or any Affiliate thereof or by any trade or business, whether or not incorporated, which together with CIC or any of its Subsidiaries would be deemed a “single employer” within the meaning of Section 4001 of ERISA.

     3.15. Taxes.

     A. All Tax Returns required to be filed with the appropriate taxing authorities have been duly and timely filed or will be filed timely by or on behalf of CIC and each of its Subsidiaries and all Taxes have been paid or provided for in full, and all such filed Tax Returns are true, complete and accurate in all material respects;

     B. There are no Liens for Taxes upon the assets of CIC or any of its Subsidiaries except statutory liens for Taxes not yet due;

     C. There are no outstanding deficiencies in respect of Taxes asserted or threatened or assessments of Taxes made or threatened, nor any administrative or judicial proceedings pending or threatened concerning Taxes, with respect to CIC or any of its Subsidiaries;

     D. There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Tax Returns required to be filed with respect to CIC or any of its Subsidiaries;

     E. Neither CIC nor any of its Subsidiaries has taken, agreed to take or will take any action that would prevent this Transaction and the Liquidation from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code; and

     F. Neither CIC nor any of its Subsidiaries currently is, has been within the last five (5) years, or anticipates becoming, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code.

     3.16. Finder and Investment Bankers. Except as set forth in Section 3.16 of the CIC Disclosure Schedule, CIC has not retained any broker, finder or other agent or incurred any Lien for any brokerage fees, commissions or finders’ fees with respect to this Transaction.

     3.17. Investment Company. Neither CIC nor any of its Subsidiaries is, nor as a result of the Transaction and/or the CML Transaction will be, an “investment company” as defined under the Investment Company Act of 1940, as amended.

     3.18. Historical Operations. CIC has never conducted any business or operations other than operating as a holding company with respect to certain Subsidiaries of CIC and holding real estate assets comprised of mortgage loans and residual securities issued pursuant to the securitization of real estate assets, all of which operations are reflected in the CIC Financials.

     3.19. No Assets/Liabilities. As of the Closing, CIC shall have no assets or liabilities, except for (i) the Old Triad Shares, (ii) cash and (iii) certain Tax liabilities. Such cash shall be in an amount sufficient to cover such Tax liabilities.

     3.20. No Extraordinary Distributions. Except as set forth in Section 3.20 of the CIC Disclosure Schedule, within the past three years CIC has made no distributions or dividends to its shareholders and has not authorized any such distribution or dividend, other than the distribution of the New Triad Shares to the CIC Shareholders as contemplated by the Plan of Liquidation.

     3.21. Reorganization. This Transaction and the Liquidation will qualify as a reorganization under Section 368(a)(1)(C) and Section 368(a)(2)(G) that is tax-free to CIC and Triad.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF TRIAD

          Triad hereby represents and warrants to CIC and each of the Indemnifying CIC Shareholders as follows:

     4.1. Organization of Triad. Triad is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own or lease its properties and to carry on its business as now being conducted.

     4.2. Capital Stock. The authorized capital stock of Triad consists of 32,000,000 shares of Triad Common Stock, of which approximately 14,684,645 shares are issued and outstanding as of April 1, 2005 and 1,000,000 shares of preferred stock, par value $.01 per share of which no shares are issued and outstanding as of the date hereof. The New Triad Shares, when issued and delivered to CIC as consideration for the Old Triad Shares pursuant to the terms of this Agreement, will be (i) validly issued and outstanding, fully paid and nonassessable, (ii) free of preemptive rights and (iii) free and clear of any and all Liens (other than Liens, if any, which arise under any securities Law or the terms of the Escrow Agreement or the Share Transfer Restriction Agreement or which arise out of other actions taken by CIC or the Principal CIC Shareholders).

     4.3. Authorization. The Board of Directors of Triad (upon the advice of the Special Committee to the Board of Directors) (a) has adopted resolutions approving this Agreement and the Related Agreements to which Triad is a party and declaring their advisability and approving the Transaction and all other transactions contemplated hereby and thereby and (b) has authorized the execution and delivery of this Agreement and the Related Agreements to which Triad is a party by Triad. Triad has all necessary corporate power and authority to enter into this Agreement and the Related Agreements to which Triad is a party and, subject to obtaining all required regulatory approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the Related Agreements to which Triad is a party have been duly executed and delivered by Triad and constitutes the valid and legally binding obligation of Triad, enforceable against Triad in accordance with its terms, except to the extent such enforceability is limited by bankruptcy, receivership, insolvency, reorganization, moratorium or similar laws affecting or relating to creditors rights generally and subject to general principles of equity.

     4.4. Regulatory Consents and Approvals. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, and the consents and approvals listed in Section 4.4 of the schedule delivered by Triad to CIC concurrently with the execution of this Agreement (the “Triad Disclosure Schedule”), no filing with or notice to, and no permit, authorization, consent or approval of, a Governmental Authority is necessary for the consummation by Triad of the transactions contemplated hereby.

     4.5. Defaults and Conflicts. Subject to the receipt of all consents and approvals contemplated by this Agreement or Section 4.4 of the Triad Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or the fulfillment of and compliance with the terms and provisions hereof will: (a) violate any material Law applicable to Triad; (b) conflict with or result in any breach of any provision of the respective terms, conditions or provisions of the certificate of incorporation or bylaws of Triad; (c) conflict with or result in any material breach of any provision of the respective terms, conditions or provisions of any license, certificate, authorization, or permit of Triad; or (d) conflict with, result in a material breach of, constitute a default under or accelerate or permit the acceleration of the performance required by, any indenture or any material agreement or other instrument to which Triad is a party or by which Triad is bound.

     4.6. SEC Reports. Since January 1, 2003, Triad has made all required filings with the Securities Exchange Commission (the “SEC”) under the Securities Act and the Exchange Act (“Triad SEC Reports”). As of their respective filing dates, each of the Triad SEC Reports complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

     4.7. Finder and Investment Bankers. Except as set forth in Section 4.7 of the Triad Disclosure Schedule, neither Triad nor any of its Subsidiaries has retained any broker, finder or other agent or incurred any liability for any brokerage fees, commissions or finders’ fees with respect to this Transaction.

     4.8. Fairness Opinion. The Special Committee of the Board of Directors of Triad has received a fairness opinion acceptable to it from Cochran Coronia & Co. with respect to the Transaction.

ARTICLE V.

COVENANTS

     5.1. Registration of New Triad Stock; No-Action Letter.

     A. Triad agrees to use commercially reasonable efforts to obtain a no-action letter (the “No-Action Letter”) from the SEC expressing the SEC staff’s position that:

          (i) The Reorganization is not a “sale” of securities under Section 2(3) of the Securities Act, and that Rule 145 of the Securities Act does not apply to the Reorganization; or confirm that it will not recommend to the Commission any enforcement action if the Reorganization is effected without registration of the New Triad Shares under Section 5 of the Securities Act; and

          (ii) The CIC stockholders, as well as any transferees (such as trust beneficiaries) who are entitled to tack such stockholders’ holding periods, may tack the holding period of CIC for the Old Triad Shares and New Triad Shares when determining their own holding period under Rule 144(d) and Rule 144(k) of the Securities Act for the New Triad Shares received by such stockholders in the Liquidation.

     B. If Triad is unable to obtain the No-Action Letter, Triad shall file a registration statement (the “Registration Statement”) under the Securities Act on the appropriate form covering Triad’s issuance of the New Triad Shares, CIC’s distribution of the New Triad Shares to the CIC Shareholders in the Liquidation and/or the resale of the New Triad Shares by the CIC Shareholders following the Liquidation, as may be applicable, and use commercially reasonable efforts to cause such Registration Statement to become effective prior to the Closing Date.

     5.2. Implementing Agreement. Subject to the terms and conditions hereof, each party hereto shall take all action required of it to fulfill its obligations under the terms of this Agreement and the Related Agreements and shall otherwise use all commercially reasonable efforts, including meeting with rating agencies to review the effect of the Transaction on Triad, to facilitate the consummation of the transactions contemplated hereby and thereby. Each party hereto agrees that he, she or it will take no action that would have the effect of preventing or impairing the performance by any party hereto of its respective obligations under this Agreement or the Related Agreements.

     5.3. Press Release. Promptly following the execution of this Agreement, Triad shall issue a press release to announce this Transaction in consultation with, and with the reasonable approval of, CIC. Neither CIC nor any of the Principal CIC Shareholders shall make any public announcement regarding this Transaction without obtaining Triad’s prior written consent.

     5.4. Tax Matters. Prior to and following the Closing, CIC and the Indemnifying CIC Shareholders shall use their respective best efforts to ensure that the Transaction is tax-free to CIC and Triad. Following the Closing, CIC and the Indemnifying CIC Shareholders shall make available to Triad such records as Triad may request for the preparation of any Tax Returns or other similar reports or forms required to be filed by Triad and such records as Triad may require in connection with the defense of any audit, appeal or litigation of any such Tax Return or other similar report or form, in each case relating to CIC, this Transaction, the Old Triad Shares. CIC, the Indemnifying CIC Shareholders and Triad shall cooperate with one another in any such audit, examination, appeal or litigation. CIC, the Indemnifying CIC Shareholders and Triad agree to file all Tax Returns consistent with this Transaction and the Liquidation qualifying as a reorganization under Section 368(a)(1)(C) and Section 368(a)(2)(G) of the Code that is tax-free to CIC and Triad.

     5.5. Shareholder Transfer Restriction Agreement and Escrow Agreement. Following the Closing and prior to the distribution of the New Triad Shares by CIC to the CIC Shareholders in the Liquidation, CIC shall use commercially reasonable efforts to obtain the signature of each CIC Shareholder evidencing such CIC Shareholder’s agreement to the terms of the Share Transfer Restriction Agreement and the Escrow Agreement and shall provide Triad with copies thereof. It shall be a condition to the obligation of Triad to issue certificates for New Triad Shares to such CIC Shareholder as contemplated by Sections 2.6(C) and (D) above that it has obtained such agreement from the CIC Shareholder.

ARTICLE VI.

CLOSING

     6.1. Closing. The closing of this Transaction (the “Closing”) shall take place (i) at the offices of Lord, Bissell & Brook LLP, following satisfaction or waiver of the last condition to the Closing set forth in Article VII, or (ii) at such other place, time or date as the parties may mutually determine in writing.

     6.2. Deliveries by CIC. At the Closing, in addition to any other documents or agreements required under this Agreement, CIC and the Principal CIC Shareholders shall deliver to Triad the following:

     A. certificates registered in the name of CIC representing all of the Old Triad Shares, which certificates shall be duly endorsed for transfer or accompanied by duly executed stock powers;

     B. the Escrow Agreement, duly executed by CIC, each Principal CIC Shareholder and the Escrow Agent;

     C. the Share Transfer Restriction Agreement, duly executed by each Principal CIC Shareholder and CIC;

     D. a certificate of the Secretary of CIC certifying resolutions of the board of directors and shareholders of CIC approving and authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the

consummation of the transactions contemplated hereby and thereby and approving and adopting the Plan of Liquidation and approving the CML Transaction (together with an incumbency and signature certificate regarding the officer(s) signing any documents or agreements on behalf of CIC);

     E. the certificate of incorporation of CIC certified by the Secretary of State or equivalent Person of the State of Delaware, and the by-laws or similar instrument of CIC, certified by its Secretary;

     F. a certificate of good standing of CIC from the State of Delaware;

     G. an opinion, dated the Closing Date, of Maynard, Cooper & Gale, P.C., 2400 AmSouth/Harbert Plaza, 1901 Sixth Avenue North, Birmingham, Alabama 35203, counsel to CIC and the Principal CIC Shareholders, to the effect set forth in Exhibit C attached hereto (which opinion shall include any certificates of CIC or the Principal CIC Shareholders to be relied upon in such opinion);

     H. documentation reasonably satisfactory to Triad confirming completion of the CML Transaction;

     I. payment to Triad by check or wire transfer covering all costs and expenses required to be reimbursed by CIC pursuant to Section 2.5 of this Agreement and not previously paid; provided, that only those costs and expenses set forth in a written notification received by CIC no later than two (2) Business Days prior to Closing must be paid at Closing;

     J. the compliance certificate described in Section 7.2(C); and

     K. such other documents and instruments as may be required by any other provision of this Agreement, or any other agreement related to this Transaction or as may reasonably be required to consummate the transactions contemplated by this Agreement.

     6.3. Deliveries by Triad.

     A. At the Closing, Triad shall deliver to CIC and the Principal CIC Shareholders the following:

          (i) certificates registered in the name of CIC representing all of the New Triad Shares (other than the Escrow Shares);

          (ii) the Escrow Agreement, duly executed by Triad;

          (iii) the Share Transfer Restriction Agreement, duly executed by Triad;

          (iv) a certificate of the Secretary of Triad certifying resolutions of the board of directors of Triad approving and authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby (together with

an incumbency and signature certificate regarding the officer(s) signing any documents or agreements on behalf of Triad); and

          (v) the compliance certificate described in Section 7.3(C).

     B. At the Closing, Triad shall deliver to the Escrow Agent certificates registered in the name of CIC representing the Escrow Shares.

ARTICLE VII.

CONDITIONS TO CLOSING

     7.1. Conditions Precedent to Obligations of Each Party. The respective obligations of each party to consummate the Closing are subject to satisfaction or waiver of the following conditions on or prior to the Closing Date:

     A. No Injunctions or Restraints. No preliminary or permanent injunction or order shall be in effect that prevents or makes illegal the consummation of the Closing.

     B. Consents and Approvals of Governmental Authorities. All consents, approvals, authorizations, licenses, permits and orders of, and registrations and filings with, and notices to, any Governmental Authority required in connection with the consummation of this Transaction, the CML Transaction and the Liquidation shall have been duly obtained, made or given and shall be in full force and effect at the Closing and all statutory waiting periods in respect thereof shall have expired.

     7.2. Conditions Precedent to Obligation of Triad. The obligation of Triad to consummate the Closing is subject to satisfaction or waiver by Triad of the following conditions on or prior to the Closing Date:

     A. Representations and Warranties. The representations and warranties of CIC and the Indemnifying CIC Shareholders set forth in this Agreement shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “CIC Material Adverse Effect” contained therein) as of the date hereof and as of the Closing Date (except to the extent any such representation and warranty speaks as of an earlier date, in which event such representation and warranty shall be true and correct as of such date).

     B. Performance of Obligations by CIC and the Principal CIC Shareholders. All of the terms, covenants and conditions of this Agreement to be complied with and performed by CIC and the Principal CIC Shareholders on and/or prior to the Closing Date shall have been complied with and performed by CIC and the Principal CIC Shareholders in all material respects.

     C. Compliance Certificate. CIC and the Indemnifying CIC Shareholders shall have delivered to Triad a certificate dated the Closing Date and signed by or on behalf of CIC and each Indemnifying CIC Shareholder certifying that the conditions specified in Section 7.2(A) and Section 7.2(B) have been fulfilled.

     D. Consents. CIC and the Principal CIC Shareholders shall have received all consents, authorizations and/or approvals necessary for the consummation of the Transaction, the CML Transaction and the Liquidation, including those described in Section 3.6 or Section 3.7 of the CIC Disclosure Schedule, no such consent, authorization or approval shall have been revoked and no such consent, authorization or approval shall impose any condition or limitation on CIC or the Principal CIC Shareholders that would adversely affect the ability of CIC and the Principal CIC Shareholders to consummate this Transaction, the CML Transaction and the Liquidation.

     E. No Proceedings. There shall not be pending any action, suit, proceeding or investigation by any Person that, in the reasonable opinion of Triad’s outside counsel has a reasonable possibility of an adverse outcome, and which if successful would (i) prohibit this Transaction, the CML Transaction or the Liquidation and/or (ii) have a CIC Material Adverse Effect.

     F. Registration Rights Agreement. The Registration Agreement dated October 18, 1993 by and among Triad, CIC and CML shall have been amended to the extent necessary to eliminate the New Triad Shares.

     G. Transaction Documents. CIC and each of the Principal CIC Shareholders shall have executed and delivered each of the Related Agreements.

     H. Closing Deliveries. CIC shall have delivered all the items set forth in Section 6.2.

     7.3. Conditions Precedent to Obligations of CIC and the Principal CIC Shareholders. The obligation of CIC and the Principal CIC Shareholders to consummate the Closing is subject to satisfaction or waiver by CIC and the Principal CIC Shareholders of the following conditions on or prior to the Closing Date:

     A. Representation and Warranties. The representations and warranties of Triad set forth in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Triad Material Adverse Effect” contained therein) in all material respects as of the date hereof and as of the Closing Date (except to the extent any such representation and warranty speaks as of an earlier date, in which event such representation and warranty shall be true and correct as of such date).

     B. Performance of Obligations by Triad. All of the terms, covenants and conditions of this Agreement to be complied with and performed by Triad on and/or prior to the Closing Date shall have been complied with and performed by Triad in all material respects.

     C. Compliance Certificate. Triad shall have delivered to CIC a certificate dated the Closing Date and signed by an officer of Triad certifying that the conditions specified in Section 7.3(A) and Section 7.3(B) have been fulfilled.

     D. No-Action Letter; Registration Statement. Triad shall have obtained the No-Action Letter or, alternatively, the Registration Statement shall have been declared effective by the SEC and no stop order shall be in effect.

     E. Transaction Documents. Triad shall have executed and delivered this Agreement and each of the Related Agreements.

     F. Closing Deliveries. Triad shall have delivered all the items set forth in Section 6.3.

ARTICLE VIII.

INDEMNIFICATION

     8.1. Survival. All of the representations and warranties, covenants and agreements of the parties hereto contained herein and in the Related Agreements, other than the Share Transfer Restriction Agreement, shall survive forever.

     8.2. Indemnification by CIC and the Indemnifying CIC Shareholders. CIC and the Indemnifying CIC Shareholders jointly and severally agree to indemnify each of the Triad Indemnified Parties against, and agree to hold each of the Triad Indemnified Parties harmless from, any and all Losses incurred or suffered by any or all of the Triad Indemnified Parties arising out of or in connection with any of the following:

     A. any breach of or any inaccuracy in (or any third party claim involving an alleged breach of or inaccuracy in) any representation or warranty made by CIC or any Indemnifying CIC Shareholder in this Agreement or any Related Agreement; provided, however, for the purpose of identifying breaches of or inaccuracies with respect to representations and warranties, any materiality or material adverse effect qualifications to such representations and warranties shall be ignored;

     B. any breach (or any third party claim involving an alleged breach) by CIC or any Principal CIC Shareholder of or failure (or any third party claim involving an alleged failure) by CIC or any Principal CIC Shareholder to perform any covenant, agreement or obligation of CIC or any CIC Shareholder in this Agreement or any Related Agreement or pursuant to the Plan of Liquidation or any agreement relating to the CML Transaction;

     C. any Lien of CIC or any of its past, present or future Subsidiaries or Affiliates, including any Lien that relates to, or that arises out of, any act, omission or event that occurred or any condition, situation or set of circumstances that existed prior to, on or following the Closing Date;

     D. any act or omission of, or any event, condition, situation or set of circumstances relating to or involving, CIC or any of its past, present or future Subsidiaries or Affiliates, or any of their respective officers, directors, shareholders, employees, agents or representatives in their capacities as such;

     E. the Transaction, except to the extent Triad is required to indemnify CIC or the Indemnifying CIC Shareholders therefor pursuant to Section 8.3;

     F. the CML Transaction;

     G. without limiting the generality of