Debt Obligations

Portfolio Term Financings

The following is a summary of portfolio term financings:



	As of March 31, 2013		As of December 31, 2012
	(In thousands)
Securitization Debt:
Asset backed security obligations	$	569,884	$	677,118
Bank Term Financing:
Variable rate secured financing transactions for our finance receivable portfolio	319,322		347,360
Portfolio Term Residual Financing:
Variable rate financing facility secured by residual interests in finance receivables of certain warehouse facilities and securitization trusts	100,000		25,000
Total Portfolio Term Financings	$	989,206	$	1,049,478

Securitization debt

The following is a summary of securitization transactions with outstanding balances for each period presented:



	As of March 31, 2013							As of December 31, 2012
Transaction	Debt Balance		Gross Receivables Pledged		Cash Reserve		Interest Rate ⁽¹⁾	Debt Balance		Gross Receivables Pledged		Cash Reserve		Interest Rate ⁽¹⁾
	($ In thousands)							($ In thousands)
2010-1	$	16,037	$	40,958	$	4,500	3.6%	$	23,036	$	55,525	$	4,500	3.6%
2011-1	48,398		67,170		4,200		3.0%	60,335		84,198		4,200		3.0%
2011-2	69,436		84,419		4,500		2.9%	84,977		103,779		4,500		2.9%
2011-3	106,570		129,943		4,500		3.9%	130,347		159,068		4,500		3.9%
2012-1	145,443		188,752		4,500		3.5%	170,198		219,252		4,500		3.5%
2012-2	184,000		223,914		4,500		2.9%	208,225		251,409		4,500		2.9%
	$	569,884	$	735,156	$	26,700		$	677,118	$	873,231	$	26,700

^{(1) These rates represent the original duration weighted average rates of the outstanding asset-backed securities.}

Asset-backed securities outstanding are secured by underlying pools of finance receivables (collateral) and investments held in trust (cash reserve). Credit enhancement for the asset-backed securities consists of a cash reserve account, over collateralization, and subordination of certain classes of notes in each trust to more senior classes of notes in such trust. Asset-backed securities outstanding have interest payable monthly at the fixed rates represented in the table above. All outstanding securitizations were rated in tranches with credit ratings from AAA to BBB by S&P and DBRS.

Individual securitization trusts are not cross-collateralized or cross-defaulted. Additionally, we have the option to purchase the remaining loans in a trust when the remaining principal balances of the loans reach 10% of their original principal balance.

Bank term financing

Bank term financings are secured by underlying pools of finance receivables and a cash reserve account. At March 31, 2013 and December 31, 2012, our outstanding bank term financing with Wells Fargo Bank bears interest at LIBOR plus 2.00% (2.20% at both March 31, 2013 and December 31, 2012). This facility includes overcollateralization and a cash reserve similar to a securitization transaction, but consists of only one class of bonds and is unrated. At March 31, 2013 and December 31, 2012, $401.6 million and $443.9 million in receivables were pledged as collateral to this facility, respectively. At March 31, 2013 and December 31, 2012, $6.9 million was held as a cash reserve for this facility.

Portfolio term residual financing

The term residual facility with Santander Consumer USA Inc. ("Santander") is secured by residual interests in our warehouse facilities and certain securitization trusts. The amounts outstanding under the facility bear interest at LIBOR + 3.50% or LIBOR + 6.00%, depending upon whether certain conditions are satisfied. This facility provides for funding through December 2019, with a term-out feature resulting in a final maturity of December 2020. At March 31, 2013, we were in compliance with all financial covenants of the facility. For the three months ended March 31, 2013, interest accrued at LIBOR + 3.50% (3.70% at March 31, 2013).

Portfolio warehouse facilities

The following is a summary of portfolio warehouse facilities:



	As of March 31, 2013
	Amount Drawn		Facility Amount		Stated Advance Rate		Collateral ⁽¹⁾		Interest Rate⁽²⁾		Expiration Date	Final Maturity
	($ In thousands)
Portfolio Warehouse Facilities
Deutsche Bank	$	48,100	$	150,000	65	%	$	111,641	2.45	%	Dec 2014	Dec 2015
Wells Fargo	53,000		150,000		58	%	119,858		2.45	%	Dec 2013	Dec 2015
RBS	43,900		125,000		65	%	116,138		2.50	%	Mar 2014	Mar 2015
Total Portfolio Warehouse Facilities	$	145,000	$	425,000



	As of December 31, 2012
	Amount Drawn		Facility Amount		Stated Advance Rate		Collateral⁽¹⁾		Interest Rate ⁽²⁾		Expiration Date	Final Maturity
	($ In thousands)
Portfolio Warehouse Facilities
Deutsche Bank	$	19,300	$	150,000	65	%	$	38,881	2.46	%	Dec 2014	Dec 2015
Wells Fargo	23,000		150,000		58	%	42,778		2.46	%	Dec 2013	Dec 2015
RBS	14,900		125,000		53	%	26,707		1.65	%	Mar 2013	Mar 2014
Total Portfolio Warehouse Facilities	$	57,200	$	425,000


⁽¹⁾	^{Collateral represents underlying pools of finance receivables pledged to each facility.}


⁽²⁾	^{Interest rate at period end equal to contractual benchmark plus index.}

Deutsche Bank Warehouse Facility

We have a revolving warehouse facility with Deutsche Bank AG, New York Branch (Deutsche Bank). The amounts outstanding under the facility bear interest at LIBOR plus 2.25%. At March 31, 2013, we were in compliance with all financial covenants of this facility.

Wells Fargo Warehouse Facility

We have a revolving warehouse facility with Wells Fargo Bank, N.A. (Wells Fargo). On March 15, 2013 we executed an amendment to permit contracts originated by GO Financial to be pledged as collateral. The amounts outstanding under the facility bear interest at LIBOR plus 2.25%. At March 31, 2013, we were in compliance with all financial covenants of this facility.

RBS Warehouse Facility

We have a revolving warehouse facility with The Royal Bank of Scotland plc (RBS). The amounts outstanding under the facility bear interest at LIBOR plus 2.25%. At March 31, 2013, we were in compliance with all financial covenants of this facility.

Senior secured notes payable

A summary of Senior Secured Notes payable follows:



	As of March 31, 2013	As of December 31, 2012
	(In thousands)
Senior Secured Notes Payable	193,392	193,320
Senior Secured Notes Payable - Related Party	5,000	5,000
Total Senior Secured Notes Payable	198,392	198,320

In June 2010 we issued $200.0 million of 12.625% senior secured notes due 2017 (the “Senior Secured Notes”). The notes were issued with an original issuance price of 98.854%, resulting in an effective yield of 12.875%. Interest on the Senior Secured Notes is payable semi- annually in arrears on June 15th and December 15th of each year. As of March 31, 2013, we were in compliance with all financial covenants of the Senior Secured Notes. At March 31, 2013 and December 31, 2012, the Senior Secured Notes are shown net of unamortized discount of $1.6 million and $1.7 million, respectively. In May 2013, we issued an additional $50.0 million of the Senior Secured Notes. See Note 12- Subsequent Events for further information.

Other secured notes payable

A summary of other secured notes payable follows:



	As of March 31, 2013
	Balance		Max Facility Capacity			Advance Rate		Interest Rate ⁽¹⁾	Expiration Date
	($ In thousands)
Other Secured Notes Payable
Revolving Inventory Facility	$	111,321	$	130,000		85%	⁽²⁾	3.75%	Nov 2014
Mortgage Note Payable	12,397		n/a			n/a		5.87%	Mar 2017
Real Estate Facility	11,269		25,000			70%		4.20%	Oct 2020
Equipment Note Payable	1,681		n/a			n/a		4.75%	Apr 2013
Total Other Secured Notes Payable	$	136,668	$	155,000

	As of December 31, 2012
	Balance		Max Facility Capacity			Advance Rate		Interest Rate ⁽¹⁾	Expiration Date
	($ In thousands)
Other Secured Notes Payable
Revolving Inventory Facility	$	91,320	$	140,000	⁽³⁾	85%	⁽²⁾	3.75%	Nov 2014
Mortgage Note Payable	12,454		n/a			n/a		5.87%	Mar 2017
Real Estate Facility	11,733		25,000			70%		4.21%	Oct 2020
Equipment Note Payable	1,774		n/a			n/a		4.75%	Apr 2013
Total Other Secured Notes Payable	$	117,281	$	165,000


⁽¹⁾	^{Interest rate at period end equal to contractual benchmark plus index.}


⁽²⁾	^{Advance rate is based on qualifying vehicle cost and is secured by our entire vehicle inventory.}


⁽³⁾	^{Inclusive of a}^{$10.0 million}^{seasonal increase in the months of November through the end of January.}

Revolving inventory facility

We have a revolving inventory line with Wells Fargo, Santander and Manheim Automotive Financial Services, Inc. The interest rate on the facility is based on the Daily One Month Libor rate plus 3.5%. At March 31, 2013, we were in compliance with all financial covenants of this facility.

Mortgage note payable

We have a mortgage note payable which is secured by our operations call center building in Mesa, Arizona (a commercial property). Terms of the note agreement provide for monthly principal and interest payments with a final balloon payment. At March 31, 2013, we were in compliance with all financial covenants of this loan.

Real Estate Facility

We have a seven year fully amortizing real estate facility with Wells Fargo. The amounts outstanding under the facility bear interest at LIBOR plus 4.0%. At March 31, 2013, we were in compliance with all financial covenants of this facility, and the line was collateralized by nine properties.

Equipment note payable

We have an equipment note payable, which is secured by an aircraft and bears interest at the Prime rate plus 1.5%. In April 2013, we executed an amendment to the note, which extended the maturity date to April 2015 and lowered the interest rate to Prime plus 1.0%. Terms of the note agreement provide for monthly principal and interest payments with a final balloon payment. At March 31, 2013, we were in compliance with all financial covenants of this loan.