CREDIT FACILITIES

Amounts outstanding under our credit facilities are as follows (in thousands):



	March 31, 2012		December 31, 2011
Syndicated warehouse facility	$	277,093	$	621,257
Lease warehouse facility – Canada	248,176		181,314
Medium term note facility	253,394		293,528
Wachovia funding facility			3,292
	$	778,663	$	1,099,391

Further detail regarding terms and availability of the credit facilities as of March 31, 2012, follows (in thousands):



Facility	Facility Amount		Advances Outstanding		Assets Pledged ^(e)		Restricted Cash Pledged ^(f)
Syndicated warehouse facility^(a)	$	2,000,000	$	277,093	$	366,758	$	7,389
Lease warehouse facility – U.S.^(b)	600,000
Lease warehouse facility – Canada^(c)	600,330		248,176		373,363		1,826
GM revolving credit facility	300,000
Medium term note facility^(d)			253,394		276,000		83,683
			$	778,663	$	1,016,121	$	92,898

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(a)	In May 2012 when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the receivables pledged until May 2013 when the remaining balance will be due and payable.


(b)	In January 2013 when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until July 2018 when any remaining amount outstanding will be due and payable.

(c)

In July 2012 when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until January 2018 when any remaining amount outstanding will be due and payable. This facility amount represents C$600.0 million, advances outstanding of C$248.0 million, assets pledged of C$373.2 million and restricted cash pledged of C$1.8 million at March 31, 2012.


(d)	The revolving period under this facility ended in October 2009, and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged until October 2016 when any remaining amount outstanding will be due and payable.


(e)	Borrowings on the warehouse facilities are collateralized by finance receivables, while borrowings on the lease warehouse facilities are collateralized by leasing related assets.


(f)	These amounts do not include cash collected on finance receivables and leasing related assets pledged of $28.8 million which is also included in restricted cash – credit facilities on the consolidated balance sheets.

Our syndicated warehouse, lease warehouse and medium term note facilities are either administered by agents on behalf of institutionally managed commercial paper or medium term note conduits or funded directly by the lenders. Under these funding agreements, we transfer finance receivables or leasing related assets to our special purpose finance subsidiaries. These subsidiaries, in turn, issue notes to the agents, collateralized by such finance and lease contracts and cash. The agents provide funding under the notes to the subsidiaries pursuant to an advance formula, and the subsidiaries forward the funds to us in consideration for the transfer of assets. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables, leasing related assets and other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to our creditors or our other subsidiaries. Advances under the funding agreements generally bear interest at commercial paper rates, London Interbank Offered Rates ("LIBOR"), Canadian Dollar Offered Rate ("CDOR") or prime rates plus a credit spread and specified fees depending upon the source of funds provided by the agents. In the syndicated warehouse, lease warehouse - Canada, and the medium term note facilities we are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under these credit facilities.

Our credit facilities, other than the GM revolving credit facility, contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of March 31, 2012, we were in compliance with all covenants in our credit facilities.

The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse and lease warehouse - Canada facilities during the three months ended March 31, 2012 (dollars in thousands):



Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.63	%	$	128,309	$	621,257
Lease warehouse facility – Canada^(a)	2.59	%	212,485		248,176

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(a)	Average amount outstanding and maximum amount outstanding represents C$128.2 million and C$248.0 million, respectively.

There were no borrowings or repayments on the lease warehouse facility - U.S. or the GM revolving credit facility during the three months ended March 31, 2012.

The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse and U.S. lease warehouse facilities during the three months ended March 31, 2011 (dollars in thousands):



Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.65	%	$	358,504	$	826,859
Lease warehouse facility – U.S.	1.68	%	17,915		94,845

Debt issuance costs are amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $2.9 million and $6.6 million as of March 31, 2012 and December 31, 2011, respectively, are included in other assets.