our ability to make payments of principal and interest on our indebtedness

EXHIBIT 4.7

THIRD SUPPLEMENTAL INDENTURE
TO THE INDENTURE

TRIAD FINANCIAL SM LLC,

TRIAD FINANCIAL SM, INC.,
as Co-Issuers

AND

THE BANK OF NEW YORK MELLON
as Trustee

SUPPLEMENTAL INDENTURE

Dated as of March 27, 2009

to

Indenture

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:

ARTICLE I

DEFINITIONS

     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.

ARTICLE II

AMENDMENTS TO INDENTURE

     Section 2.1 Amendments to the Indenture. The Indenture is hereby amended by:

     (i) deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety:

Section 4.02 (Maintenance of Office or Agency)
Section 4.03 (Reports)
Section 4.04 (Compliance Certificate)
Section 4.05 (Taxes)
Section 4.06 (Stay, Extension and Usury Laws)
Section 4.07 (Restricted Payments)
Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries)
Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock)
Section 4.10 (Asset Sales)
Section 4.11 (Transactions with Affiliates)
Section 4.12 (Liens)
Section 4.13 (Business Activities)
Section 4.14 (Corporate Existence)
Section 4.15 (Offer to Repurchase Upon Change of Control)
Section 4.16 (Incurrence of Indebtedness and Issuance of Guarantees by Restricted Subsidiaries)
Section 4.17 (Payments for Consent)
Section 4.18 (Designation of Restricted and Unrestricted Subsidiaries)
Section 4.19 (Limitation on Investment Company Status)
Sections 5.01(3) and 5.01(4) (Merger, Consolidation, or Sale of Assets)
Sections 6.01(3), 6.01(4), 6.01(5) and 6.01(6) (Events of Default)

ARTICLE III

MISCELLANEOUS PROVISIONS

     Section 3.1 Indenture. Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as amended hereby. Subject to Section 12.01 of the Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

     Section 3.2 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 3.3 Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

     Section 3.4 Effect of Headings. The Article and Section headings used herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

     Section 3.5 Trustee Makes No Representations. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

     Section 3.6 Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

     Section 3.7 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of, or relating to, this Supplemental Indenture or the Notes.

     Section 3.8 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement.

     Section 3.9 Successors. All agreements of the Issuer and the Trustee in this Supplemental Indenture and the Notes shall bind their respective successors.

     Section 3.10 Effectiveness. The provisions of Articles I and II of this Supplemental Indenture shall be effective at the time the Issuer receives written consents from at least a majority in aggregate principal amount of the outstanding Notes issued under the Indenture deemed to be outstanding for purposes of Sections 2.08 and 2.09 of the Indenture.

     Section 3.11 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:

“Effective as of March 27, 2009, the restrictive covenants of the Issuer and certain of the Events of Default have been eliminated, as provided in the Third Supplemental Indenture, dated as of March 27, 2009. Reference is hereby made to said Third Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year written above.

		TRIAD FINANCIAL SM LLC
		By:		/s/ Dan Leonard
				Name: Dan Leonard
				Title: Chief Executive Officer
		TRIAD FINANCIAL SM INC.
		By:		/s/ Dan Leonard
				Name: Dan Leonard
				Title: Chief Executive Officer
		THE BANK OF NEW YORK MELLON as Trustee
		By:		/s/ Laurence O’Brien
				Name: Laurence O’Brien
				Title: Vice President