EX-10.1






AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

(Series 2008-A)




THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (Series 2008-A) (this “Amendment”) is
executed as of February 25, 2009, by and among Cofina Funding, LLC, as the Issuer, Victory
Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New
York Branch, as the Funding Agent and as a Committed Purchaser.



RECITALS




WHEREAS, the parties hereto are parties to that certain Note Purchase Agreement dated as of
November 21, 2008 (the “Agreement”); and



WHEREAS, the parties hereto desire to amend the Agreement as hereinafter set forth.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



SECTION 1. Certain Defined Terms. Each capitalized term used but not defined herein
shall have the meaning ascribed thereto in the Agreement.



SECTION 2. Amendment to Agreement. The Agreement is hereby amended as follows:




(a) The Maximum Funded Amount is increased to $175,000,000.




(b) The definition of “VFN” in Section 1.01 of the Agreement is amended and
restated in its entirety as follows:




“VFN” means the Cofina Variable Funding Asset-Backed Note Series 2008-A
in a maximum aggregate principal amount equal to the Maximum Funded Amount issued by
the Issuer pursuant to the Indenture in the name of the Funding Agent on behalf of
the Purchasers.



SECTION 3. Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Agreement shall remain in full force and effect. After this
Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”,
“herein” or words of similar effect referring to the Agreement shall be deemed to be references to
the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or
impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.



SECTION 4. Effectiveness. This Amendment shall become effective upon receipt by the
Funding Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by
each of the parties hereto.



SECTION 5. Counterparts. This Amendment may be executed by different parties in any
number of counterparts, each of which when so executed shall be deemed to be an original and all of
which when so executed shall together constitute but one and the same instrument.



SECTION 6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.



SECTION 7. Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment or the
Agreement or any provision hereof or thereof.



[Signatures Follow]




IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written above.




COFINA FUNDING, LLC,


as the Issuer




By:

Name:

Title:





VICTORY RECEIVABLES CORPORATION,






as the Conduit Purchaser




By:

Name:

Title:





THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK




BRANCH,


as the Funding Agent




By:

Name:

Title:





THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK




BRANCH,


as a Committed Purchaser




By:

Name:

Title:





Purchaser Percentage: 100%