PURCHASE AND ASSUMPTION AGREEMENT

Exhibit 2.1

EXECUTION COPY

PURCHASE AND ASSUMPTION AGREEMENT

BY AND BETWEEN

GMAC BANK

AND

GMAC AUTOMOTIVE BANK

DATED AS OF NOVEMBER 20, 2006

Table of Contents

SCHEDULES AND ANNEXES

* * * * *

PURCHASE AND ASSUMPTION AGREEMENT

      THIS PURCHASE AND ASSUMPTION AGREEMENT , dated as of November 20, 2006 (this “ Agreement ”), is entered into by and between GMAC Bank, a federal savings bank, with its principal place of business in Horsham, Pennsylvania (“ Seller ”) and GMAC Automotive Bank, an industrial bank with its principal place of business in Midvale, Utah (“ Purchaser ”).

RECITALS

      WHEREAS , pursuant to this Agreement, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Acquired Assets (as defined below) pursuant to the terms contained and in the manner described herein;

      WHEREAS , pursuant to this Agreement, the Seller desires to transfer to the Purchaser, and the Purchaser desires to assume from the Seller, the Assumed Liabilities (as defined below) pursuant to the terms contained and in the manner described herein.

      NOW, THEREFORE , in consideration of the premises, and of the mutual representations and agreements contained in this Agreement, the parties agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 Definitions of Certain Terms .

     (a) In this Agreement, the following terms are used with the meanings assigned below:

     “ Acquired Assets ” means all right, title and interest of the Seller in and to the Assigned Contracts and the assets and properties described in Schedule A , except to the extent they constitute Excluded Assets.

     “ Action ” means any claim, action, complaint, investigation, petition, suit or other proceeding, whether civil, criminal or administrative, in law or in equity, or before any arbitrator or Governmental Authority.

     “ Affiliate ” means, with respect to any Person, each Person that controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

     “ Applicable Order ” means, with respect to any Person, a judgment, injunction, writ, decree or order of any Governmental Authority, in each case legally binding on that Person or on any of its property.

     “ Assigned Contracts ” means the Contracts set forth on Schedule B .

     “ Assumed Liabilities ” means the Liabilities of the Seller set forth on Schedule C .

     “ Books and Records ” means existing books, records, original documents, correspondence, customer lists, books of account, customer service and collection records, billing tapes, month-end tapes, files, papers, statement forms, application forms and other supplies and data maintained by or for the Seller, whether in hard copy or electronic format or any other form, to the extent used or held for use by the Seller primarily in the business related to the Acquired Assets and Assumed Liabilities, other than, sales receipts, personnel files and any of the foregoing to the extent related to the Excluded Assets and other than Tax returns or Tax work papers. For the avoidance of doubt, the term “Books and Records” does not include any of the Seller’s minute books, stock ledgers, internal accounting records, personnel files or other corporate records and documents.

     “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks located in Pennsylvania or Utah generally are required or authorized by law or executive order to close.

     “ Cause ” means that a Transferred Employee (i) fails to satisfactorily perform such Transferred Employee’s job functions, (ii) has been convicted of a misdemeanor involving moral turpitude or any felony, (iii) has committed an act of fraud upon the Purchaser or an act evidencing dishonesty toward the Purchaser, or (iv) has misappropriated funds, property, or rights of the Purchaser.

     “ Code ” means the Internal Revenue Code of 1986.

     “ Constituent Documents ” means the articles of association, articles of incorporation, certificate of incorporation, by-laws and/or other organizational documents, as appropriate, of any Person.

     “ Contract ” means, with respect to any Person, any agreement, undertaking, contract, indenture, deed of trust or other instrument, document or agreement by which that Person, or any amount of its properties, is bound and/or subject.

     “ Cut-Off Time ” means 11:59 PM Eastern time on November 21, 2006, or such other date as may be agreed to by the parties, but not, in any event, later than November 30, 2006.

     “ Employees ” means all full-time and part-time employees of the Seller or any of their Affiliates (whether or not on vacation, military leave, sick leave, maternity leave, disability or other leave of absence) who are employed principally in connection with the Acquired Assets or Assumed Liabilities, other than Alan Lindsay, Joseph O’Neill, Jr. and any other employees of the Seller excluded by mutual agreement of the parties hereto.

     “ Estimated Closing Statement ” means a statement prepared by the Seller, in a form to be agreed upon by the parties hereto, showing in reasonable detail the calculation of the Estimated Purchase Price.

     “ Estimated Purchase Price ” means the net book value of the Acquired Assets minus the net book value of the Assumed Liabilities based on data available as of the close of business on the fifth Business Day preceding the Closing Date.

     “ Excluded Assets ” means the assets of the Seller related to its business that are not being acquired by the Purchaser hereunder, and described in Schedule D .

     “ Excluded Liabilities ” means Liabilities of the Seller (or any of its predecessors), other than the Assumed Liabilities, of any kind whatsoever, whether presently in existence or arising hereafter, including the Liabilities described in Schedule E .

     “ Federal Funds Rate ” means the offered rate as reported in The Wall Street Journal in the “Money Rates” section for reserves traded among commercial banks for overnight use in amounts of one million dollars or more or, if no such rate is published for a day, the rate published for the preceding Business Day, calculated on a daily basis based on a 365-day year.

     “ Final Closing Statement ” means a statement prepared by the Seller, in a form to be agreed upon by the parties hereto, showing in reasonable detail the Seller’s calculation of the Purchase Price, based on the Acquired Assets and Assumed Liabilities as of the Cut-Off Time.

     “ GAAP ” means generally accepted accounting principles in the United States.

     “ Governmental Authority ” means any domestic or foreign governmental, regulatory or self-regulatory authority, agency, court, tribunal, commission or other governmental, regulatory or self-regulatory entity exercising legislative, judicial, regulatory or administrative functions.

     “ Knowledge ” means, with respect to the Seller, the actual knowledge of the executive officers of the Seller who have managerial responsibility for the relevant area of the Seller’s business or operations and, with respect to the Purchaser, the actual knowledge of the executive officers of the Purchaser who have managerial responsibility for the relevant area of the Purchaser’s business or operations.

     “ Liability ” means any debt, liability, commitment or obligation, of any kind whatsoever, whether due or to become due, known or unknown, accrued or fixed, absolute or contingent, or otherwise.

     “ Lien ” means, with respect to any property, any lien, security interest, mortgage, pledge, charge or encumbrance relating to that property, including the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property.

     “ Master File ” means the master file maintained by the Seller with respect to the loan accounts, including identification and other borrower data and account information, the names and addresses of borrowers with respect to the accounts, loan balances and accrued interest. For avoidance of doubt, the Master File will not contain information about deposit accounts.

     “ Material Adverse Effect ” means:

     (a) with respect to the Acquired Assets and Assumed Liabilities, a material adverse change in, or a material adverse effect upon, the results of operations or financial condition of the Acquired Assets and Assumed Liabilities, taken as a whole, excluding any effect or change attributable to or resulting from (i) events, conditions or occurrences in economic, business or financial conditions generally affecting the consumer credit business, or banking industry, (ii) financial market conditions, including interest rates or changes therein, (iii) changes in laws, GAAP or regulatory accounting principles, (iv) any action, omission, change, effect, circumstance or condition contemplated by this Agreement, or attributable to the signing and announcement of this Agreement or the transactions contemplated by this Agreement or (v) any actions or omissions required by the terms of this Agreement; and

     (b) with respect to the Seller or with respect to the Purchaser, a material impairment of the ability of the relevant Person or Persons to perform its or their material obligations under this Agreement.

     “ Permissible Liens ” means (a) Liens set forth on Schedule F and (b) Liens for taxes, assessments and other governmental charges or levies not yet due or which are being contested in good faith by appropriate action.

     “ Person ” means any individual, corporation, business trust, partnership, association, limited liability company or similar organization, or any Governmental Authority.

     “ Previously Disclosed ” means, with respect to the Seller or the Purchaser, information set forth in the Schedules, whether in response to an express informational requirement or as an exception to one or more representations or covenants.

     “ Purchase Price ” means the net book value of the Acquired Assets minus the net book value of the Assumed Liabilities as of the Cut-Off Time.

     “ Requirement of Law ” means, with respect to any Person, any law, ordinance, statute, treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case binding on that Person or any material amount of its property.

     “ Requisite Regulatory Approvals ” means the consents, registrations, approvals, permits or authorizations designated as such on Schedule G with respect to the Seller and Schedule H with respect to the Purchaser.

     “ Tax ” and “ Taxes ” means any income, alternative or add-on minimum tax, gross receipts, sales, use, transfer, gains, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax (domestic or foreign).

     “ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to any Taxes (including any attached schedules) including any information return, claim for refund, amended return and declaration of estimated Tax.

     (b) Each of the following terms is defined in the section of this Agreement set forth opposite such term:

     Section 1.2 Interpretation .

     (a) In this Agreement, unless the context otherwise requires, references to: (i) the Preamble or the Recitals, Sections, Annexes or Schedules refer to the Preamble or a Recital or Section of, or Annex or Schedule to, this Agreement; (ii) any Contract (including this Agreement) refer to the Contract as amended, modified, supplemented or replaced from time to time; (iii) any statute or regulation refer to the statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute or regulation include any successor to the section; (iv) any Governmental Authority include any successor to the Governmental Authority; and (v) this Agreement are to this Agreement, the Schedules and the Annexes hereto.

     (b) The table of contents and headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement.

     (c) Whenever the word “include,” “includes” or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.”

     (d) This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisers. It is the intention of the parties that this Agreement not be construed more strictly with regard to one party than with regard to the other.

ARTICLE II

PURCHASE, SALE AND ASSUMPTION

     Section 2.1 Purchase and Sale of Assets . On the terms and subject to the conditions of this Agreement at the time of the Closing and effective from and after the Closing Date, the Seller shall sell, convey and assign to the Purchaser, free and clear of all Liens, except Permissible Liens, the Acquired Assets, and the Purchaser agrees to purchase all such Acquired Assets.

     Section 2.2 Assumption of Liabilities . On the terms and subject to the conditions of this Agreement from and after the Closing Date, the Purchaser agrees to assume, pay, defend, discharge and perform as and when due the Assumed Liabilities.

     Section 2.3 Excluded Assets and Liabilities . Notwithstanding any provision in this Agreement or any other writing to the contrary, the Purchaser is assuming only the Assumed Liabilities and not any Excluded Liabilities and is purchasing only the Acquired Assets and not the Excluded Assets. The Excluded Liabilities and Excluded Assets will be retained by the Seller.

     Section 2.4 Purchase Price; Purchase Price Adjustment .

     (a) On the second Business Day before the Closing, the Seller will deliver to the Purchaser the Estimated Closing Statement reflecting the Seller’s calculation of the Estimated Purchase Price to be paid by the Purchaser at the Closing.

     (b) No later than January 19, 2007, the Seller will deliver to the Purchaser the Final Closing Statement prepared based on information regarding the Acquired Assets as of the Cut-Off Time and all material working papers relating to the Final Closing Statement.

     (c) The Purchaser shall, within fourteen (14) days after receipt of the Final Closing Statement, advise the Seller in writing and in reasonable detail of any inaccuracies it believes were reflected in the Final Closing Statement. In the event no

such objection is delivered to the Seller within such time period, the Final Closing Statement, as delivered to the Purchaser, shall be final and binding upon the parties. In the event the Purchaser delivers such an objection, the Seller and the Purchaser shall attempt in good faith to resolve their differences. In the event all differences are not resolved within twenty-eight (28) days following receipt of the Final Closing Statement by the Purchaser (the “ Resolution Period ”), then the issues remaining unresolved shall be determined by an independent public accounting firm mutually acceptable to the Seller and the Purchaser (the “ Accountant ”), or, if the Seller and the Purchaser are unable to agree on the Accountant within seven (7) days after the expiration of the Resolution Period, then the Accountant shall be selected by the Seller’s and the Purchaser’s independent accountants within fourteen (14) days after the expiration of the Resolution Period. The Seller and the Purchaser agree to execute, if requested by the Accountant, a reasonable engagement letter. The Accountant shall act as an arbitrator to resolve all disputed items in accordance with the provisions of this Agreement. The Seller and the Purchaser shall instruct the Accountant to use its reasonable best efforts to provide the determination of the disputed items within twenty-one (21) days of the submission of the disputed items. In making its determination, the Accountant may only consider those items and amounts as to which the Purchaser and the Seller have disagreed within the time periods and the permitted grounds specified. The Accountant’s determination will be conclusive and binding on the Purchaser and the Seller absent manifest error. The fees of the Accountant will be shared by the Purchaser and the Seller in proportion to the relative differences between their respective calculations of the Purchase Price and the amount determined by the Accountant.

     (d) If the Estimated Purchase Price exceeds the Purchase Price, then the Seller shall, within five (5) Business Days after the Purchase Price has been finally determined pursuant to Section 2.4(c), pay such excess to the Purchaser, together with interest on such excess for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Federal Funds Rate. If the Estimated Purchase Price is less than the Purchase Price, then the Purchaser shall, within five (5) Business Days after the Purchase Price has been finally determined pursuant to Section 2.4(c), pay such deficiency to the Seller, together with interest on such deficiency for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Federal Funds Rate. Each party to this Agreement will make available to the other parties, and to the Accountant, its and its accountants work papers, schedules and other supporting data as may be reasonably requested by such party to enable it to verify the amounts set forth in the Final Closing Statement.

     Section 2.5 Allocation of Purchase Price .

     (a) Within sixty (60) Business Days after the Closing, the Purchaser and the Seller shall agree on the allocation of the Purchase Price (including Assumed Liabilities) among the Acquired Assets and shall prepare an allocation statement reflecting such agreed-upon allocation.

     (b) The Purchaser and the Seller shall report the allocation of the total consideration among the Acquired Assets in a manner consistent with the allocation

statement and shall act in accordance with the allocation statement in the preparation and filing of all Tax Returns (including filing Form 8594 with their respective Federal income tax returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, Treasury regulations, the Internal Revenue Service or any applicable state or local taxing authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto.

     (c) The Purchaser and the Seller will promptly inform each other of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.5 and shall consult with and keep each other informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.

     Section 2.6 Third-Party Consents .

     (a) The Purchaser and the Seller shall use commercially reasonable efforts to obtain the consents set forth on Schedule I . The Purchaser and the Seller shall use commercially reasonable efforts to obtain any required consents to the assignment of the Assigned Contracts by the Closing Date, and if any such consents have not been obtained as of the Closing Date, to continue to seek such consents and promptly upon receipt of such consents effect such assignments; provided , however , that such reasonable efforts shall not include any requirement of the Purchaser or the Seller to expend money or offer or grant any accommodation (financial or otherwise) to any third party.

     (b) To the extent that any consent needed to assign to the Purchaser any Assigned Contract has not been obtained on or prior to the Closing Date, this Agreement and any document delivered pursuant hereto will not constitute an assignment or attempted assignment thereof if such assignment or attempted assignment would constitute a material breach of such Assigned Contract or would give rise to a valid right of termination thereof. If any such third-party consent will not be obtained on or prior to the Closing Date, then the parties will use commercially reasonable efforts (which for purposes of this Section 2.6(b) shall not require any payment of money by the Seller or the Purchaser) to enter into alternative arrangements at the Closing pursuant to which the Purchaser would obtain all of the benefits and assume all of the obligations under such Assigned Contract;

ARTICLE III

CLOSING; ASSIGNMENT

     Section 3.1 The Closing .

     (a) The closing (the “ Closing ”) of the purchase and sale of the Acquired Assets and assumption of the Assumed Liabilities hereunder (collectively, the “ Purchase and Assumption ”) will take place at the offices of Seller at 4 Walnut Grove Drive, Horsham, Pennsylvania on the second Business Day after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 (other than conditions relating solely to the delivery of documents to be dated the Closing Date) has been satisfied or waived in accordance with

the terms of this Agreement or at such other date as the parties hereto jointly designate in writing (the “ Closing Date ”).

     (b) At the Closing, the Purchaser and the Seller will deliver or cause to be delivered to each other instruments of sale, assignment, transfer and conveyance of the Acquired Assets and the Assumed Liabilities, respectively, in substantially the form set forth in Annex A , appropriately executed by the Seller and the Purchaser.

     (c) At the Closing, the Purchaser will pay the Estimated Purchase Price by initiating a wire transfer of immediately available funds (in U.S. dollars) prior to 1:00 p.m. Eastern time on the Closing Date to an account or accounts specified by the Seller at least one Business Day prior to the Closing Date.

     (d) No later than thirty (30) days following the Closing, Seller shall deliver to Purchaser the Master File.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

     Section 4.1 Representations and Warranties of the Seller . Except as Previously Disclosed, the Seller represents and warrants to the Purchaser as follows:

     (a) Existence and Authority . The Seller is a federal saving bank, validly existing and in good standing under the laws of the United States of America. The Seller is duly organized and validly existing under its jurisdiction of organization. The Seller has the requisite power and authority to own the Acquired Assets, and is duly qualified to do business in each jurisdiction where the ownership or operation of the Acquired Assets requires such qualification, except for any failure to have such authority or be so qualified that would not reasonably be expected to have a Material Adverse Effect on the Acquired Assets and Assumed Liabilities or the Seller.

     (b) Authorization and Validity . The Seller has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement to which it is a party. This Agreement has been duly authorized, executed and delivered by the Seller. Assuming that this Agreement has been duly authorized, executed and delivered by the Purchaser, this Agreement is or will be at the Closing Date, the legal, valid and binding obligation of the Seller, enforceable against Seller in accordance with its respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws affecting creditors’ rights generally and to general equitable principles.

     (c) Governmental and Third-Party Consents . No notices, reports or other filings are required to be made by the Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by it from, any Governmental Authority or any other third party in connection with the execution, delivery or performance of this Agreement or the consummation by the Seller of the transactions contemplated by this Agreement, except for the Requisite Regulatory

Approvals and the other Previously Disclosed regulatory and third party approvals and for such notices, reports, filings, consents, registrations, approvals, permits or authorizations the failure to obtain which would not have a Material Adverse Effect on the Acquired Assets and Assumed Liabilities or the Seller.

     (d) No Conflicts . The execution, delivery and performance by the Seller does not, and (subject to obtaining the Previously Disclosed governmental and third-party consents referred to on Schedule I ) the consummation of the transactions contemplated by this Agreement will not: (i) breach or violate the Constituent Documents of the Seller; (ii) breach or violate any Requirement of Law or Applicable Order applicable to the Seller; (iii) breach, violate or result in a default under the terms, conditions or provisions of any Contract of the Seller, or give any third party the right to terminate or cancel any right of the Seller under any Contract of such Seller, or accelerate the performance of its obligations thereunder, in each case where such Contract relates to the Acquired Assets or Assumed Liabilities; or (iv) result in the creation of any Lien on any Acquired Asset other than a Permissible Lien (with or without the giving of notice or the lapse of time, or both); except in each case described in clause (ii), (iii) or (iv), for any breach, violation, default, termination, cancellation, acceleration or Lien that would not reasonably be expected to have a Material Adverse Effect on the Acquired Assets and Assumed Liabilities or the Seller.

     (e) Title to Properties; Encumbrances . The Seller has good title to or a valid leasehold interest in, or is licensed or otherwise entitled to use, all of the Acquired Assets, free and clear of all Liens other than Permissible Liens.

     (f) Litigation . There are no Actions pending in arbitration or before any Governmental Authority, against the Seller in connection with any Acquired Asset or Assumed Liability, or to the Seller’s Knowledge, threatened against the Seller with respect to the Acquired Assets or Assumed Liabilities, in each case that would reasonably be expected to have a Material Adverse Effect on the Acquired Assets and Assumed Liabilities or the Seller.

     (g) Contracts . Except to the extent that any of the following would not have a Material Adverse Effect on the Acquired Assets, Assumed Liabilities or the Seller, each Assigned Contract is a valid, legally binding agreement of the Seller and neither the Seller nor, to the Seller’s Knowledge, any other party thereto is in default under the terms of any such Contract. Schedule J sets forth a complete list of all material Contracts primarily related to the Acquired Assets and Assumed Liabilities.

     (h) Books and Records . All Books and Records of the Seller relating to the Acquired Assets or Assumed Liabilities have been maintained accurately and in accordance with GAAP (where applicable) and with all applicable Requirements of Law, except for any instances of inaccuracy or noncompliance that would not reasonably be expected to have a Material Adverse Effect on the Acquired Assets and Assumed Liabilities or the Seller.

     (i) Compliance with Laws . Except to the extent that the following would not reasonably be expected to have a Material Adverse Effect on the Acquired Assets and Assumed Liabilities or the Seller: (i) the Seller is in compliance with all Requirements of Law relating to the Acquired Assets and Assumed Liabilities and (ii) the Seller is not aware of any act or omission of the Seller that would in any way delay or impede the ability of the Seller to (A) consummate the transactions contemplated hereby or (B) timely perform all of its obligations hereunder.

     (j) Employees .

     (k) No Brokers or Finders . Any liability incurred by the Seller or its Affiliates for any financial advisory fees, brokerage fees, commissions or finder’s fees directly or indirectly in connection with this Agreement or the transactions contemplated hereby will be borne by the Seller.

     (l) Accuracy of Information . The information contained in the Books and Records delivered to Purchaser prior to the date hereof was, and the information contained in the Books and Records delivered to Purchaser on the Closing Date will be, taken as a whole, complete and accurate as of the date of delivery and the Cut-Off Time, respectively, except for any instances of incompleteness or inaccuracy that would not be reasonably expected to have a Material Adverse Effect on the Acquired Assets and Assumed Liabilities or the Seller.

     (m) Tax Returns . The Seller has timely filed all Tax Returns relating to the Acquired Assets or Assumed Liabilities that they were required to file on or before the date hereof (taking into account all applicable extensions), and has timely paid all Taxes shown thereon as due and owing, other than Taxes which are being contested in good faith by appropriate action. There are no Liens with respect to Taxes upon any of the Acquired Assets other than with respect to Taxes not yet due and payable or which are being contested in good faith by appropriate action.

     Section 4.2 Representations and Warranties of the Purchaser . Except as Previously Disclosed, the Purchaser represents and warrants to the Seller as follows:

     (a) Existence and Authority . The Purchaser is an industrial bank, validly existing and in good standing under the laws of the State of Utah and the United States of America, and has the corporate power and authority to carry on its business as now conducted and to acquire the Acquired Assets and assume the Assumed Liabilities.

     (b) Authorization and Validity . The Purchaser has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement to which it is a party. This Agreement has been duly authorized, executed and delivered by the Purchaser. Assuming that this Agreement has been duly authorized, executed and delivered by the Seller, this Agreement is or will be at the Closing Date, the legal, valid and binding