exv10w3






Exhibit 10.3




AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT

(Series 2008-A)




     THIS AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT (Series 2008-A) (this “Amendment”) is
executed as of April 13, 2011, by and among Cofina Funding, LLC, as the Issuer (the
“Issuer”), Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTMU”), 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 (as amended through the date hereof, 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 or incorporated by reference in the Agreement.



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




     (a) The definition of Maximum Funded Amount is amended and restated in its entirety to
read as follows:




     “Maximum Funded Amount” means $250,000,000.




     (b) The Purchase Expiration Date is extended to April 11, 2012.




     (c) Section 2.03(f) of the Agreement is amended to delete the following sentence
therefrom:




     Notwithstanding any other provision hereof or in the Series Supplement to the
contrary, following the $50,000,000 “Maximum Funded Amount” reduction under Series
2008-A that occurs on May 31, 2011 and provided no Early Amortization Event or Event
of Default has occurred, “Increases” and repayments across Series shall be allocated
on a non-pro rata basis until such time as the percentage utilization of the
“Maximum Funded Amounts” of Series 2010-A and Series 2008-A are equivalent (and each
such “Increase” and repayment during such period shall reduce any inequivalence).




     (d) Section 2.05 of the Agreement to delete the following sentence therefrom:



 









 






     Notwithstanding the foregoing, the “Maximum Funded Amount” under (and as
defined in) Series 2010-A shall not be reduced ratably in connection with the
$50,000,000 “Maximum Funded Amount” reduction under Series 2008-A that occurs on May
31, 2011.



     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 on the first date on
which BTMU has received:




     (a) counterparts of this Amendment executed by each of the parties hereto (whether by
facsimile or otherwise); and




     (b) the fee set forth in the fee letter dated the date hereof.



     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]



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     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:  	/s/ James M. Grafing
 	 
	 	 	Name:  	James M. Grafing 	 
	 	 	Title:  	Chief Financial Officer 	 



[Signatures Continue on the Following Page]




Amendment No. 5 to Series 2008-A NPA







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	 	VICTORY RECEIVABLES CORPORATION,

as the Conduit Purchaser

 	 
	 	By:  	/s/ Frank B. Bilotta
 	 
	 	 	Name:  	Frank B. Bilotta 	 
	 	 	Title:  	President 	 
	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD., NEW YORK
BRANCH,

as the Funding Agent

 	 
	 	By:  	/s/ Aditya Reddy
 	 
	 	 	Name:  	Aditya Reddy 	 
	 	 	Title:  	Managing Director 	 
	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD., NEW YORK
BRANCH,

as a Committed Purchaser

 	 
	 	By:  	/s/ Victor Pierzchalski
 	 
	 	 	Name:  	Victor Pierzchalski 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Amendment No. 5 to Series 2008-A NPA





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