CREDIT FACILITIES

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



	September 30, 2012		December 31, 2011
Syndicated warehouse facility			$	621,257
Lease warehouse facility – Canada	$	374,496	181,314
Medium term note facility	182,450		293,528
Wachovia funding facility			3,292
	$	556,946	$	1,099,391

Further detail regarding terms and availability of the credit facilities as of September 30, 2012, is as follows (in thousands):



Facility	Facility Amount		Advances Outstanding		Assets Pledged ^(e)		Restricted Cash Pledged ^(f)
Syndicated warehouse facility^(a)	$	2,500,000					$	300
Lease warehouse facility – U.S.^(b)	600,000
Lease warehouse facility – Canada^(c)	813,049		$	374,496	$	584,185	2,759
GM revolving credit facility	300,000
Medium term note facility^(d)			182,450		200,584		83,683
			$	556,946	$	784,769	$	86,742

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(a)	In May 2012, the facility was renewed and increased in size from $2.0 billion to $2.5 billion. In May 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 receivables pledged until February 2020 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, the facility was renewed and increased in size from C$600.0 million to C$800.0 million. In July 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 January 2019 when any remaining amount outstanding will be due and payable. This facility amount represents C$800.0 million, advances outstanding of C$368.5 million, assets pledged of C$574.8 million and restricted cash pledged of C$2.7 million at September 30, 2012.


(d)	In October 2012, the facility was paid in full and subsequently terminated.


(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 $31.8 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 September 30, 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 facility and lease warehouse facility – Canada during the three months ended September 30, 2012 (dollars in thousands):



Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.22	%	$	40,552	$	138,250
Lease warehouse facility – Canada^(a)	2.69	%	343,307		374,496

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(a)	Average amount outstanding and maximum amount outstanding represents C$337.8 million and C$368.5 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 September 30, 2012.



Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.41	%	$	346,485	$	817,845
Lease warehouse facility – Canada^(a)	2.99	%	$	17,346	$	72,539

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(a)	Average amount outstanding and maximum amount outstanding represents C$18.1 million and C$75.6 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 September 30, 2011.

The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse facility and lease warehouse facility – Canada during the nine months ended September 30, 2012 (dollars in thousands):



Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.44	%	$	107,832	$	429,839
Lease warehouse facility – Canada^(a)	2.72	%	276,468		374,496

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(a)	Average amount outstanding and maximum amount outstanding represents C$272.0 million and C$368.5 million, respectively.

There were no borrowings or repayments on the lease warehouse facility – U.S. or the GM revolving credit facility during the nine months ended September 30, 2012.

The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse facility, lease warehouse facility – U.S. and lease warehouse facility – Canada during the nine months ended September 30, 2011 (dollars in thousands):



Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.58	%	$	350,450	$	826,859
Lease warehouse facility – U.S.	1.60	%	32,125		182,749
Lease warehouse facility – Canada^(a)	2.99	%	5,846		72,539

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(a)	Average amount outstanding and maximum amount outstanding represents C$6.1 million and C$75.6 million, respectively.

There were $200.0 million in borrowings and repayments on the GM revolving credit facility during the nine months ended September 30, 2011.

Debt issuance costs are amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $7.3 million and $6.6 million as of September 30, 2012 and December 31, 2011, respectively, are included in other assets.