Back to top

TRIAD FINANCIAL HOLDINGS LLC Secured Promissory Note

Promissory Note

TRIAD FINANCIAL HOLDINGS LLC Secured Promissory Note | Document Parties: TRIAD FINANCIAL SM LLC | Hunter's Glen/Ford Ltd | Triad Financial Holdings LLC You are currently viewing:
This Promissory Note involves

TRIAD FINANCIAL SM LLC | Hunter's Glen/Ford Ltd | Triad Financial Holdings LLC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: TRIAD FINANCIAL HOLDINGS LLC Secured Promissory Note
Governing Law: New York     Date: 3/31/2009

TRIAD FINANCIAL HOLDINGS LLC Secured Promissory Note, Parties: triad financial sm llc , hunter's glen/ford ltd , triad financial holdings llc
50 of the Top 250 law firms use our Products every day

Exhibit 10.27

TRIAD FINANCIAL HOLDINGS LLC

Secured Promissory Note

 

 

 

U.S. $17,000,000

 

New York, New York

 

 

December 31, 2008

          FOR VALUE RECEIVED, the undersigned, Triad Financial Holdings LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “ Company ”), hereby promises to pay to the order of Hunter’s Glen/Ford Ltd. (together with its successors and permitted assigns, the “ Holder ”), in lawful money of the United States of America, in immediately available funds on the earlier of (x) April 30, 2009, (y) five business days following the date upon which the aggregate amount of Managed Assets (hereinafter defined) of Triad Financial SM LLC, a wholly-owned subsidiary of the Company, is less than $2,000,000,000 and (z) any earlier date upon which this Note becomes due and payable pursuant to the terms hereof (such date, the “ Maturity Date ”), the principal sum of SEVENTEEN MILLION United States Dollars ($17,000,000) or such lesser principal amount as shall at the time be outstanding hereunder, together with interest from the date hereof on the unpaid amount owing hereunder until payment in full at a rate of interest per annum equal to the lesser of (i) the maximum lawful rate of interest in effect at such time under applicable law and (ii) fifteen percent (15%) per annum, compounded quarterly. Interest shall be calculated on the basis of a year of 360 days and shall accrue on the outstanding principal amount of this Note and, to the extent permitted by law, on any accrued but unpaid interest thereon until all payments hereunder have been irrevocably paid in full. As used herein, the term “ Note ” includes this Note and any Note issued, in whole or in part, in exchange herefor or in replacement hereof. As used herein, “ Managed Assets ” means, collectively, all receivables owned by Triad Financial SM LLC and all receivables serviced by Triad Financial SM LLC and owned by any other person.

          1. Payment of Interest and Principal of Note .

          (a) Payments due hereunder are to be made by wire transfer to such bank account of the Holder as the Holder may from time to time designate, in lawful money of the United States of America.

          (b) The principal amount of this Note shall be due and payable on the Maturity Date. Accrued and unpaid interest shall be paid in cash on the last day of each March, June, September and December to occur while the Note is outstanding, commencing on March 31, 2009.

          (c) The Company may prepay this Note, in whole or in part, at any time, without premium or penalty. Each such prepayment shall be accompanied by payment of all interest accrued to the date of payment on the amount so prepaid. Any payment made under this Note shall be applied first to interest accrued and unpaid on the outstanding principal balance as of such date.

          2. Security . The obligations of the Company hereunder are secured by, and the Holders is entitled to the benefits of, that certain Pledge Agreement, dated the date hereof, by and between the Company and the Holder (“ Pledge Agreement ”).

          3. Representations and Warranties . The Company represents and warrants to the Holder that:

-1-


 

          (a) the Company is duly formed and in good standing under the laws of the state of its formation and has the power to own its property and to carry on its business in each jurisdiction in which it operates;

          (b) the Company has the power and authority to execute and deliver this Note, which has been duly authorized by all necessary requisite action;

          (c) the execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof do not conflict with, result in a material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the constituent documents of the Company or any indenture, agreement, mortgage, deed of trust, or other instrument to which the Company is a party or by which it is bound or to which any of its properties are subject; nor, except as contemplated by the Pledge Agreement, result in the creation or imposition of any Lien (as defined below) upon any of its properties pursuant to the terms of any indenture, agreement, mortgage, deed of trust or other instrument; nor violate any law, order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Company or its properties;

          (d) the Note is a legal, valid and binding obligation of the Company, enforceable in accordance with its terms;

          (e) the Company is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Note, except those which may have been obtained and are in full force and effect;

          (f) there are no proceedings or investigations pending or, to the Company’s best knowledge, threatened against the Company before any court, regulatory body, administrative agency, other government instrumentality, arbitral tribunal or other tribunal having jurisdiction over the Company or its properties (i) asserting the invalidity of this Note, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Note, or (iii) seeking any determination or ruling that would be reasonably likely to have a Material Adverse Effect (hereinafter defined);

          (g) the Company is not in default in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement or instrument to which it is a party or by which it is bound the result of which would be reasonably likely to have a Material Adverse Effect;

          (h) no proceeds from this Note will be used, directly or indirectly, by the Company for the purpose of purchasing or carrying any Margin Stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry Margin Stock or for any other purpose that might cause this Note to be a “purpose credit” within the meaning of Regulation U; and

          (i) the Company is not an “investment company” or a company “controlled” by an investment company within the meaning of the Investment Company Act of 1940, as amended.

          4. Restriction on Indebtedness . The Company covenants and agrees that until it has paid to the Holder in full all amounts owing in respect of this Note, the Company shall not create, incur, issue, assume or guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any indebtedness, unless such indebtedness is contractually subordinated in right of payment to the Note on terms reasonably satisfactory to the Holder.

-2-


 

          5. Events of Default . If any one or more of the following events, herein called “ Events of Default ”, shall occur, for any reason whatsoever, and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of a court of competent jurisdiction or any order, rule or regulation of any administrative or other governmental authority, and such Event of Default shall be continuing:

          (a) default shall be made in the payment of the principal of this Note when and as the same shall become due and payable, whether at maturity or by acceleration or otherwise; or

          (b) default shall be made in the payment of any installment of interest on this Note according to its terms when and as the same shall become due and payable; or

          (c) default shall be made in the due observance or performance of any other covenant, condition or agreement on the part of the Company to be observed or performed pursuant to the terms of this Note or the Pledge Agreement, and such default shall continue for thirty (30) days after written notice thereof, specifying such default and requesting that the same be remedied, shall have been given to the Company by the Holder; or

          (d) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Company in an involuntary case under the Bankruptcy Reform Act of 1978 of the United States of America, as amended, 11 U.S.C. Sections 101, et seq . (the “ Bankruptcy Code ”) or any other applicable federal or state bankruptcy, insolvency or other similar laws, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property, or ordering the winding-up or liquidation of any of its affairs and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days;

          (e) the commencement by the Company of a voluntary case under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar laws, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as such debts become due, or the taking of corporate action by the Company in furtherance of any such action; or

          (f) the Company or any of its subsidiaries shall (i) 


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more