Triad Automobile Receivables Warehouse Trust 5201 Rufe Snow Drive North Richland Hills, Texas 76180 May 30, 2008
EXHIBIT 10.9
Triad Automobile Receivables Warehouse Trust
0000 Xxxx Xxxx Xxxxx
Xxxxx Xxxxxxxx Xxxxx, Xxxxx 00000
0000 Xxxx Xxxx Xxxxx
Xxxxx Xxxxxxxx Xxxxx, Xxxxx 00000
May 30, 2008
Via Facsimile
Barclays Bank PLC, as Agent
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxx
Fax: (000) 000-0000
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxx
Fax: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Warehouse Lending Agreement (the “Warehouse Lending Agreement”) dated as
of January 10, 2008 among Triad Automobile Receivables Warehouse Trust as Borrower, Triad Financial
Warehouse Special Purpose LLC as Seller, Triad Financial Corporation as Originator and Servicer,
The Bank of New York as Collection Account Bank, Sheffield Receivables Corporation as Class A
Lender, Barclays Bank PLC as Class B Lender and Barclays Bank PLC as Agent. Capitalized terms used
herein and not otherwise defined shall have the meanings specified therefor in the Warehouse
Lending Agreement.
In addition, reference is also made to the following agreements executed in connection with the
Warehouse Lending Agreement: (i) the Security Agreement, (ii) the Warehouse Affiliate Guaranty,
(iii) the Servicing Agreement, (iv) the Lenders’ Intercreditor Agreement, (v) the Intercreditor
Agreement, insofar as it relates to the facility evidenced by the Warehouse Lending Agreement, (vi)
the Sale and Contribution Agreement, insofar as it relates to the facility evidenced by the
Warehouse Lending Agreement, (vii) the Receivables Purchase Agreement, insofar as it relates to the
facility evidenced by the Warehouse Lending Agreement, and (viii) the Fee Letter (items (i) through
(viii) above being hereinafter collectively referred to as the “Other Terminated Agreements”).
Effective as of the date first written above, upon the execution and delivery of this letter
agreement by each of the parties hereto, the undersigned agree that the Commitment of the Class A
Lender to make Class A Loans and of the Class B Lender to make Class B Loans is hereby irrevocably
terminated with the result that, notwithstanding anything to the contrary in the Warehouse Lending
Agreement, the Termination Date shall be deemed to occur effective as of such date, and the
Warehouse Lending Agreement itself shall terminate effective as of such date; provided, that the
provisions of Sections 3.07, 3.16, 10.04, 11.04, 11.16 (subject to the limitation to two years set
forth therein), 11.20 and 11.21 of the Warehouse Lending Agreement shall
Barclays Bank PLC, as Agent
May 30, 2008
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May 30, 2008
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survive such termination of the Warehouse Lending Agreement. Effective upon the termination of the
Warehouse Lending Agreement, the parties hereto further agree that solely to the extent that the
Other Terminated Agreements relate to the facility evidenced by the Warehouse Lending Agreement,
the Other Terminated Agreements shall terminate and shall be of no further force and effect, except
to the extent that any provision thereof, by its terms, survives such termination. Promptly
following the receipt by the Agent of duly executed and delivered counterpart signature pages from
each of the parties to this letter agreement, the Agent, in its capacity as the Secured Party under
and as defined in the Security Agreement, and in accordance with Section 12(a) of the Security
Agreement, shall promptly deliver to the Borrower (at the sole cost and expense of the Borrower)
any Collateral held by the Agent under the Security Agreement and execute and deliver to the
Borrower (at the sole cost and expense of the Borrower) such documents as the Borrower shall
reasonably request to evidence or effect the termination of the security interest granted to the
Agent under the Security Agreement, including, without limitation, the second priority lien granted
to the Agent in the Other Warehouse Financing Facility Collateral. Upon receipt by the Borrower of
written notice from the Agent (which may be in the form of electronic mail) that the Agent has
received delivery of duly executed counterpart signature pages from each of the parties to this
letter agreement, the Borrower is hereby authorized by the Agent to terminate or cause the
termination of the Uniform Commercial Code financing statements pertaining to the liens and
security interest created by the Security Agreement.
This letter agreement is entered into in accordance with Section 11.02 of the Warehouse Lending
Agreement. This letter agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall constitute one and
the same agreement, and shall be effective when all counterpart signature pages so executed shall
have been delivered to the Agent. Delivery of an executed counterpart of a signature page to this
letter agreement by facsimile shall be effective as delivery of a manually executed counterpart of
this letter agreement. This letter agreement shall be governed by and construed in accordance with
the laws of the State of New York.
Barclays Bank PLC, as Agent
May 30, 2008
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May 30, 2008
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IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be executed by
their duly authorized representatives on the date first written above.
TRIAD AUTOMOBILE RECEIVABLES WAREHOUSE TRUST, Borrower By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Senior Financial Services Officer |
Barclays Bank PLC, as Agent
May 30, 2008
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May 30, 2008
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TRIAD FINANCIAL WAREHOUSE SPECIAL PURPOSE LLC, Seller |
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By: | /s/ Xxxx X. Xxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxx | |||
Title: | Senior Vice President & Chief Financial Officer |
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TRIAD FINANCIAL CORPORATION, Originator |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | President & Chief Executive Officer |
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TRIAD FINANCIAL CORPORATION, Servicer |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | President & Chief Executive Officer |
Barclays Bank PLC, as Agent
May 30, 2008
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May 30, 2008
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THE BANK OF NEW YORK, Collection Account Bank |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Vice President |
Barclays Bank PLC, as Agent
May 30, 2008
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May 30, 2008
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SHEFFIELD RECEIVABLES CORPORATION, Class A Lender By: BARCLAYS BANK PLC, as attorney-in-fact |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Director | |||
BARCLAYS BANK PLC, Class B Lender |
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By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director | |||
BARCLAYS BANK PLC, the Agent |
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By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director | |||