EXHIBIT 1.2
JOINDER AGREEMENT
with respect to
PURCHASE AGREEMENT
and
REGISTRATION RIGHTS AGREEMENT
for
TRIAD ACQUISITION CORP.
$150,000,000 11 1/8% SENIOR NOTES DUE 2013
April 29, 2005
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.,
Citigroup Global Markets, Inc.
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is hereby made to that certain purchase agreement, dated as of
April 27, 2005 (the "Purchase Agreement"), among Triad Acquisition Corp., a
Delaware corporation (the "Company"), and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and Citigroup
Global Markets, Inc. as representatives of the several Purchasers named in
Schedule I thereto (together, the "Purchasers"), and to that certain exchange
and registration rights agreement, dated as of April 29, 2005 (the "Registration
Rights Agreement" and, together with the Purchase Agreement, the "Agreements")
among the Company and the Purchasers. Unless otherwise defined herein,
capitalized terms used but not defined herein shall have the respective meanings
given them in the Purchase Agreement.
Pursuant to the Indenture, the Company has issued and sold to the
Purchasers on the date hereof $150,000,000 in aggregate principal amount of the
Company's 11-1/8% Senior Notes due 2013 (the "Securities"). Pursuant to the
Stock Purchase Agreement and as set forth in the Offering Circular under the
caption "Use of Proceeds," on the date hereof the Company has applied the net
proceeds from the issuance and sale of the Securities to acquire all of the
capital stock of Triad Financial Corporation, a California corporation, ("Triad
Financial"), and substantially concurrent with the closing of the issuance of
the Securities and the closing of the Acquisition, the Company has merged with
and into Triad Financial, and Triad Financial is the surviving corporation. As a
result of the Merger, Triad Financial has succeeded to the Company under the
Indenture and (a) in accordance with the Indenture, has expressly assumed all of
the obligations of the Company under the Securities and the Indenture pursuant
to the Supplemental Indenture, and by this instrument assumes all of the
obligations of the Company under the Registration Rights Agreement and (b) in
accordance with the Purchase Agreement, by this instrument assumes all of the
obligations of the Company under the Purchase Agreement.
Triad Financial hereby:
1. represents and warrants that the statements contained in the preceding
paragraph are true and correct in all material respects;
2. unconditionally and irrevocably assumes, confirms and agrees to perform
and observe each and every of the covenants, agreements, terms,
conditions, obligations, appointments, duties, promises and liabilities of
the Company under the Purchase Agreement, on a joint and several basis
with the Company, as if Triad Financial had executed the Purchase
Agreement on the date thereof as an original signatory thereto;
3. unconditionally and irrevocably assumes, confirms and agrees to perform
and observe each and every of the covenants, agreements, terms,
conditions, obligations, appointments, duties, promises and liabilities of
the Company under the Registration Rights Agreement, as if Triad Financial
had executed the Registration Rights Agreement simultaneously with the
Company on the date hereof as an original signatory thereto;
4. confirms that all representations and warranties contained in Section 1 of
the Purchase Agreement are true and correct on the date hereof; and
5. covenants and agrees to promptly execute and deliver any and all further
documents and take such further action as the Purchasers may reasonably
require to effect the purpose of this Joinder Agreement.
This Joinder Agreement does not cancel, extinguish, limit or otherwise
adversely affect any right or obligation of the parties to the Agreements. The
parties hereto acknowledge and agree that all of the provisions of each of the
Agreements shall remain in full force and effect.
This Joinder Agreement may not be amended or modified except by a writing
executed by each of the parties hereto. This Joinder Agreement may not be
assigned by you without the Purchaser's prior written consent.
This Joinder Agreement may be executed in one or more counterparts, each
of which will be deemed an original, but all of which taken together will
constitute one and the same instrument. Delivery of an executed counterpart of a
signature page to this Joinder Agreement by facsimile transmission shall be
effective as delivery of a manually signed counterpart. This Joinder Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement
the date first above written.
TRIAD FINANCIAL CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President &
Chief Financial Officer
Accepted as of the date hereof:
▇▇▇▇▇▇▇, Sachs & Co.
/s/ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
---------------------------
(authorized signatory)
Citigroup Global Markets Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director