exv10w9






EXECUTION COPY




COFINA FUNDING, LLC,

as Issuer




and




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




SERIES 2005-A SUPPLEMENT

Dated as of August 10, 2005




to




BASE INDENTURE

Dated as of August 10, 2005




COFINA FUNDING, LLC




SERIES 2005-A




Cofina Variable Funding Asset-Backed Notes




 









 





          SERIES 2005-A SUPPLEMENT, dated as of August 10, 2005 (as amended, modified, restated or
supplemented from time to time in accordance with the terms hereof, this “Series
Supplement”), by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer
(“Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee
(together with its successors in trust under the Base Indenture referred to below, the
“Trustee”) to the Base Indenture, dated as of August 10, 2005, between the Issuer and the
Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series
Supplements, the “Base Indenture”).




          Pursuant to this Series Supplement, the Issuer shall create a new Series of Notes and shall
specify the Principal Terms thereof.




PRELIMINARY STATEMENT




          WHEREAS, Section 2.2 of the Base Indenture provides, among other things, that the
Issuer and the Trustee may at any time and from time to time enter into a series supplement to the
Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.




          NOW, THEREFORE, the parties hereto agree as follows:




     SECTION 1. Designation.



          (a) There is hereby created a Series of notes to be issued in one class pursuant to the Base
Indenture and this Series Supplement, and such Series of notes shall be substantially in the form
of Exhibit A hereto, executed by or on behalf of the Issuer and authenticated by the
Trustee and designated generally Cofina Variable Funding Asset-Backed Notes, Series 2005-A (the
“Notes”). The Notes shall constitute “Warehouse Notes” (as defined in the Base Indenture).




          (b) Series 2005-A (as defined below) shall not be subordinated to any other Series.




     SECTION 2. Definitions. In the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in the Base Indenture, the
terms and provisions of this Series Supplement shall govern. All Article, Section or
subsection references herein mean Articles, Sections or subsections of this Series Supplement,
except as otherwise provided herein. All capitalized terms not otherwise defined herein are
defined in the Base Indenture. Each capitalized term defined herein shall relate only to the
Notes, and no other Series of Notes issued by the Issuer.



          “Accrual Period” means, with respect to each Settlement Date, the period beginning on
and including the Settlement Date in the preceding calendar month and ending on but excluding the
Settlement Date for the current calendar month, except that the first Accrual Period shall begin on
the Closing Date.




          “Additional Interest” has the meaning specified in Section 5.12.




          “Closing Date” means August 10, 2005.




 









 








          “Commitment Termination Date” means the Purchase Expiration Date (as such term is
defined in, and may be amended pursuant to, the Note Purchase Agreement.




          “Deficiency Amount” has the meaning specified in Section 5.12.




          “Fee Amount” has the meaning specified in Section 5.12.




          “Fees” means all of the amounts payable in connection with the Fee Letter (as such
term is defined in the Note Purchase Agreement).




          “Funding Agent” has the meaning set forth in the Note Purchase Agreement.




          “Increase” has the meaning specified in subsection 3.1(a).




          “Indemnified Party” shall have the meaning specified in the Note Purchase Agreement.




          “Initial Note Principal” means the aggregate initial principal amount of the Notes,
which is $138,353,278.99.




          “Issuer” means Cofina Funding, LLC, a Delaware limited liability company.




          “Legal Final Settlement Date” means the Settlement Date falling in October 2005.




          “Maximum Principal Amount” equals $150,000,000.




          “Monthly Interest” has the meaning specified in Section 5.12.




          “Monthly Period” has the meaning specified in the Base Indenture, except that the
first Monthly Period with respect to the Notes shall begin on and include the Closing Date and
shall end on and include August 31, 2005.




          “Note Principal” means the outstanding principal amount of the Notes.




          “Note Purchase Agreement” means the Note Purchase Agreement, dated as of the date
hereof, among the Issuer, the Funding Agent and the Purchasers party thereto, as amended,
supplemented or otherwise modified from time to time in accordance with the terms of the
Transaction Documents.




          “Note Rate” means, with respect to each Settlement Period, a variable rate per annum
equal to the rate determined therefor by the Funding Agent (based on any and all amounts which
constitute Series 2005-A Financing Costs (as defined in the Note Purchase Agreement) with respect
to such Settlement Period pursuant to the Note Purchase Agreement).




          “Noteholder” means with respect to any Note, the holder of record of such Note.




          “Notes” has the meaning specified in Section 1(a).




          “Notice Persons” means, for Series 2005-A, the Funding Agent.




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          “Permitted Settlement Date Withdrawal” means, with respect to the Notes for any
Settlement Date, the amount set forth in Section 5.13.




          “QIB” has the meaning specified in Section 7(c)(i).




          “Rapid Amortization Period” means the period commencing on the Rapid Amortization
Commencement Date and ending on the Series 2005-A Termination Date.




          “Rapid Amortization Commencement Date” means the earliest of (i) the Commitment
Termination Date, (ii) the date on which an Early Amortization Event occurs pursuant to
Section 10.1 of the Base Indenture or (iii) the date on which a Series Early Amortization
Event occurs pursuant to Section 10 of this Series Supplement.




          “Rating Agency” means, for Series 2005A, the Funding Agent, and for all other Series,
any nationally recognized statistical rating organization (if any) specified by the Funding Agent




          “Redemption Date” means the date on which the Notes are redeemed in full pursuant to
Section 5 or 12 hereof.




          “Required Person” means the “Funding Agent” under the Note Purchase Agreement.




          “Revolving Period” means the period from and including the Closing Date to, but not
including, the Rapid Amortization Commencement Date.




          “Rule 144A” has the meaning specified in subsection 7(c)(i).




          “Scheduled Principal Payment Amount” means (i) with respect to any Settlement Date
prior to the Commitment Termination Date, zero (0); and (ii) with respect to any Settlement Date on
or following the Commitment Termination Date, the then Note Principal.




          “Series Early Amortization Event” means each “Early Amortization Event” referred to in
Section 10.




          “Series 2005-A” means the Series of the Cofina Variable Funding Asset-Backed Notes
represented by the Notes.




          “Series 2005-A Interest Payment” means, with respect to any Settlement Date, the
Monthly Interest for such Settlement Date.




          “Series 2005-A Noteholder” means the Holder of a Note.




          “Series 2005-A Settlement Account” means the Settlement Account established as such
for the benefit of the Secured Parties of this Series 2005-A pursuant to Section 5.11
hereof and Section 5.3 of the Base Indenture.




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          “Series 2005-A Termination Date” means the Settlement Date on which the Notes, plus
all other amounts due and owing to the Series 2005-A Noteholders and the related Indemnified
Parties under the Transaction Documents are paid in full.




          “Supplemental Principal Payment Amount” means the amount of any prepayment made in
accordance with the provisions of Section 5.10 of the Indenture that is allocated to the
Series 2005-A Notes in accordance with such provision of the Indenture.




     SECTION 3. Article 3 of the Base Indenture. Article 3 shall be read in its
entirety as follows and shall be applicable only to the Notes:



ARTICLE 3




INITIAL ISSUANCE AND INCREASES AND DECREASES OF

 NOTE PRINCIPAL




     SECTION 3.1 Initial Issuance: Procedure for Increasing the Investor Interest.



          (a) Subject to satisfaction of the conditions precedent set forth in subsection (b) of
this Section 3.1, (i) on the Closing Date, the Issuer will issue the Notes in accordance
with Section 2.2 of the Base Indenture in the aggregate initial outstanding principal
amount equal to the Initial Note Principal and an aggregate face amount equal to the Maximum
Principal Amount and (ii) on any Business Day during the Revolving Period, the Issuer may increase
the Note Principal (each such increase referred to as an “Increase”) upon satisfaction of
the conditions set forth below and the conditions specified in the Note Purchase Agreement.




          (b) The Notes will be issued on the Closing Date and the Note Principal may be increased on
any Business Day during the Revolving Period pursuant to subsection (a) above, only upon
satisfaction of each of the following conditions with respect to such initial issuance and each
proposed Increase:





	 	(i)	 	The amount of each issuance or Increase shall be equal to or
greater than $250,000 (and in integral multiples of $1,000 in excess thereof);
	 
	 	(ii)	 	After giving effect to such issuance or Increase, the Note
Principal shall not exceed the Maximum Principal Amount;
	 
	 	(iii)	 	After giving effect to such issuance or Increase, no Borrowing
Base Deficiency shall exist;
	 
	 	(v)	 	There shall not exist, and such issuance or Increase and the
application of the proceeds thereof shall not result in the occurrence of, (1)
an Early Amortization Event for any Series, a Servicer Default or an Event of
Default, or (2) an event or occurrence, which, with the passing of time or the
giving of notice thereof, or both, would become an Early Amortization Event for
any Series, Servicer Default or an Event of Default;




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	 	(vi)	 	After giving effect to such issuance or Increase, not less than
85% of the Eligible Receivables are Eligible Receivables issued by Obligors
which are classified as Other Assets Especially Mentioned or Acceptable;
	 
	 	(vii)	 	After giving effect to such issuance or Increase, not more
than 5% of the Receivables by Receivables Balance have Obligors which are
classified as Doubtful or Loss;
	 
	 	(ix)	 	All required consents have been obtained and all other
conditions precedent to the making of advances under the Note Purchase
Agreement shall have been satisfied; and
	 
	 	(x)	 	There shall not have occurred, since the Closing Date, in the
reasonable judgment of the Notice Person, (A) a material adverse change in the
operations, management or financial condition of any Seller or (B) any event
which materially and adversely affects the collectibility of the Eligible
Receivables generally or the ability of the Seller to perform its obligations
under the Transaction Documents.





          (c) Upon receipt of the proceeds of such issuance or Increase by or on behalf of the Issuer,
the Issuer shall give notice to the Trustee of such receipt, and the Trustee shall, or shall cause
the Transfer Agent and Registrar to, indicate in the Note Register the amount thereof.




     SECTION 3.2 Prepayments. On any Business Day, the Issuer will have the option to
prepay, without premium, all or a portion of, the Note Principal of the Notes, in a minimum amount
of $250,000 (and integral multiples of $1,000 in excess thereof). Any such prepayment of the Note
Principal shall also include accrued interest to the date of prepayment on the principal balance
being prepaid. The Issuer may make such prepayment only from funds available to the Issuer
therefor pursuant to Section 5.4 of the Indenture. Any prepayment amounts shall be
deposited into the Series 2005-A Settlement Account and distributed by the Trustee on a pro rata
basis to each Noteholder of record at such time. Any such prepayment shall not constitute a
termination of the Revolving Period.



     SECTION 4. Principal Payments on the Notes. The principal balance of the Series
2005-A Notes shall be payable on each Settlement Date from amounts on deposit in the Series 2005-A
Settlement Account in a amount equal to (i) so long as no Early Amortization Event or Event of
Default has occurred (and has not been waived in accordance with the terms of the Base Indenture),
the sum of the Scheduled Principal Payment Amount and Supplemental Principal Payment Amount for
such Settlement Date, or (ii) if an Early Amortization Event or an Event of Default has occurred
(and has not been waived in accordance with the terms of the Base Indenture), the full Note
Principal to the extent that funds are available for such purposes in accordance with the
provisions of Section 5.14. The unpaid principal amount of each Note together with all
unpaid interest, fees, expenses, costs and other amounts payable by the Issuer to the Holders of
the Notes pursuant to the terms of the Indenture, this Series Supplement, the Note Purchase
Agreement and the other Transaction Documents shall be due and payable in full on the earlier to
occur of (x) the date on which an Event of Default shall occur and the Series 2005-



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A Notes have been accelerated in accordance with the provisions of the Indenture and (y) the
Legal Final Settlement Date.



     SECTION 5. Cleanup Call.



          (a) The Notes shall be subject to purchase by the initial Servicer at its option, in
accordance with the terms specified in subsection 13.4(a) of the Base Indenture on any
Settlement Date on or after the Settlement Date on which the Note Principal is reduced to an amount
less than or equal to 10% of the Maximum Principal Amount.




          (b) The deposit to the Series 2005-A Settlement Account required in connection with any such
purchase will be equal to the sum of (a) the Note Principal, plus (b) accrued and unpaid interest
on the Notes through the day preceding the Settlement Date on which the purchase occurs, plus (c)
any other amounts (including, without limitation, accrued and unpaid Fees) payable to the Series
2005-A Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note
Purchase Agreement and the other Transaction Documents, minus (d) the amounts, if any, on deposit
at such Settlement Date in the Series 2005-A Settlement Account for the payment of the foregoing
amounts.




     SECTION 6. Delivery and Payment for the Notes. The Trustee shall execute,
authenticate and deliver the Notes in accordance with Section 2.4 of the Base Indenture and
Section 7 below.



     SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions.



          (a) The Notes shall be delivered as Registered Notes in definitive form as provided in
Sections 2.1 and 2.18 of the Base Indenture. The Notes shall initially be
registered in the name of the Funding Agent for the benefit of the Purchasers (as defined in the
Note Purchase Agreement) and shall not be transferred, sold or pledged, in whole or in part, other
than pursuant to Section 2.6 of the Base Indenture and this Section 7.




          (b) The Notes will be issuable in minimum face amount denominations of $250,000 (and in
integral multiples of $1,000 in excess thereof).




          (c) The Notes have not been registered under the Securities Act or any state securities or
“blue sky” laws. None of the Issuer, the Transfer Agent and Registrar or the Trustee is obligated
to register the Notes under the Securities Act or any “blue sky” laws or take any other action not
otherwise required under the Base Indenture or this Series Supplement to permit the transfer of any
Note without such registration. When Notes are presented to the Transfer Agent and Registrar or a
co-registrar with a request to register a transfer or to exchange them for an equal principal
amount of Notes of other authorized denominations, the Transfer Agent and Registrar shall register
the transfer or make the exchange; provided, however, that the Notes surrendered
for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar, duly executed by
the holder thereof or its attorney, duly authorized in writing and (b) shall be transferred or
exchanged in compliance with the following provisions:




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               (i) (A) if such Note is being transferred to a qualified institutional buyer (a
“QIB”) as defined in, and in accordance with, Rule 144A under the Securities Act
(“Rule 144A”), the transferor shall provide the Issuer and the Transfer Agent and
Registrar with a certification to that effect (in substantially the form of Exhibit
C hereto); or (B) if such Note is being transferred in reliance on another exemption
from the registration requirements of the Securities Act, the transferor shall provide the
Issuer and the Transfer Agent and Registrar with a certification to that effect (in
substantially the form of Exhibit C hereto) and, if requested by the Transfer Agent
and Registrar or the Issuer, an opinion of counsel in form and substance acceptable to the
Issuer and to the Transfer Agent and Registrar to the effect that such transfer is in
compliance with the Securities Act.




               (ii) each such transferee of such Note shall be deemed to have made the
acknowledgements, representations and agreements set forth below:




          (1) if such Note is being transferred in accordance with Rule 144A, it is a QIB, is
aware that the sale to it is being made in reliance on Rule 144A and it is acquiring such
Note or any interest or participation therein for its own account or for the account of
another QIB over which it exercises sole investment discretion, such QIB is aware the sale
is being made in reliance on Rule 144A, and is acquiring such Note or any interest or
participation therein for its own account or the account of another QIB;




          (2) it understands that the Notes have not been and will not be registered or qualified
under the Securities Act or any applicable state securities laws or the securities laws of
any other jurisdiction and are being offered only in a transaction not involving any public
offering within the meaning of the Securities Act, neither the Transfer Agent and Registrar
nor the Issuer nor any person representing the Issuer has made any representation or
warranty to it with respect to the Issuer or the offering or sale of any Note, it has had
access to such financial and other information concerning the Issuer, the Sellers and the
Notes as it has deemed necessary to evaluate whether to purchase any Notes, the Issuer is
not required to register or qualify the Notes, and that the Notes may be resold, pledged or
transferred only in compliance with provisions of this Section 7(c) and only (A) to
the Issuer, (B)  to a person the transferor reasonably believes is a QIB in a transaction
meeting the requirements of Rule 144A or (C) in a transaction otherwise exempt from the
registration requirements of the Securities Act and, in each case, in accordance with any
applicable securities laws of any state of the United States or any other jurisdiction and
in accordance with the restrictions set forth herein;




          (3) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Notes
as described in clause (B) or (C) of the preceding paragraph, it may,
pursuant to clause (i) above, be required to deliver a certificate and, in the case
of clause (C), may be required to deliver an opinion of counsel if the Issuer and
the Transfer Agent and Registrar so request, in each case, reasonably satisfactory in form
and substance to the Issuer and the Transfer Agent and Registrar, that an exemption from the
registration requirements of the Securities Act applies to such offer, sale, transfer or
hypothecation; and it understands that the Registrar and Transfer Agent will not be required
to accept for



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registration of transfer the Notes acquired by it, except upon presentation of, if
applicable, the certificate and, if applicable, the opinion described above;




          (4) it agrees that it will, and each subsequent holder is required to, notify any
purchaser of Notes from it of the resale restrictions referred to in clauses (2) and
(3) above, if then applicable, and understands that such notification requirement
will be satisfied, in the case only of transfers by physical delivery of Definitive Notes,
by virtue of the fact that the following legend will be placed on the Notes unless otherwise
agreed to by the Issuer:




THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD,
PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”))
THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR
TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN
COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.




          (5) it acknowledges that the foregoing restrictions apply to holders of beneficial
interests in the Notes as well as to Holders of the Notes;




          (6) it acknowledges that the Trustee, the Issuer and their Affiliates and others will
rely upon the truth and accuracy of the foregoing acknowledgments, representations and
agreements and agrees that if any of the acknowledgments, representations or agreements
deemed to have been made by its purchase of such Notes is no longer accurate, it will
promptly notify the Issuer; and if it is acquiring any Notes for the account of one or more
QIBs, it represents that it has sole investment discretion with respect to



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each such account and that it has full power to make the foregoing acknowledgments,
representations and agreements on behalf of each such account;




          (7) with respect to any foreign purchaser claiming an exemption from United States
income or withholding tax, it represents that it has delivered to the Trustee a true and
complete Form W-8BEN or W-8ECI or applicable successor form, indicating such exemption; and




          (8) it acknowledges that either (i) it is not an employee benefit plan subject to
ERISA, a “plan” described in Section 4975 of the Code, an entity deemed to hold the assets
of any such plan or a governmental plan (as defined in Section 3(32) of ERISA) or a church
plan (as defined in Section 3(33) of ERISA for which no election has been made under Section
410(d) of the Code) subject to applicable law that is substantially similar to Section 406
of ERISA or Section 4975 of the Code or (ii) its purchase and holding of the Notes will not,
throughout the term of holding, constitute a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code (or, in the case of a governmental plan or a
non-electing church plan (as described above), any substantially similar applicable law) by
reason of the application of one or more statutory or administrative exemptions from such
prohibited transaction rules or otherwise.




               In addition, such transferee shall be responsible for providing additional information
or certification, as shall be reasonably requested by the Trustee or Issuer, to support the
truth and accuracy of the foregoing acknowledgements, representations and agreements, it
being understood that such additional information is not intended to create additional
restrictions on the transfer of the Notes. Any resale, pledge or other transfer of Notes in
violation of the transfer restrictions set forth herein shall be deemed void ab initio.



     SECTION 8. Article 5 of Base Indenture. Sections 5.1, 5.2,
5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and
5.10 of the Base Indenture shall be read in their entirety as provided in the Base
Indenture. The following provisions, however, shall constitute part of Article 5 of the Indenture
solely for purposes of Series 2005-A and shall be applicable only to the Notes:



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ARTICLE 5




SERIES 2005-A SETTLEMENT ACCOUNT AND

ALLOCATION AND APPLICATION OF AMOUNTS THEREIN




     SECTION 5.11 Series 2005-A Settlement Account. The Trustee, in accordance with
Section 5.3(d) of the Base Indenture shall establish on the Closing Date and maintain, so
long as any Series 2005-A Note is Outstanding, an account be designated as the “Series 2005-A
Settlement Account”, which account shall be held by the Trustee for the benefit of the Holders of
the Series 2005-A Notes pursuant to the Indenture and this Series Supplement. All deposits of
funds by or for the benefit of the Holders of the Series 2005-A Notes shall be accumulated in, and
withdrawn from, the Series 2005-A Settlement Account in accordance with the provisions of the
Indenture and this Series Supplement.



     SECTION 5.12 Determination of Monthly Interest. The amount of monthly interest
payable on the Notes shall be determined by the Servicer as of each Determination Date and shall be
an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of
days in the related Accrual Period and the denominator of which is 360, times (B) the Note
Rate in effect with respect to the related Accrual Period, and (ii) the average daily outstanding
principal balance of the Notes during such Accrual Period (the “Monthly Interest”);
provided, however, that in addition to Monthly Interest, an amount equal to the sum
of (i) the amount of any unpaid Deficiency Amount, as defined below, (ii) an amount equal to the
product of (A) a fraction, the numerator of which is the actual number of days in the related
Accrual Period and the denominator of which is 360, times (B) a rate equal to 2% per annum
over the Note Rate in effect with respect to the related Accrual Period, times (C) any
Deficiency Amount, as defined below (or the portion thereof which has not theretofore been paid to
Noteholders), (iii) the amount of any unpaid Fees for the related Accrual Period as determined
pursuant to the Note Purchase Agreement (the “Fee Amount”), (iv) any Additional Amounts for
the related Accrual Period as determined pursuant to the Note Purchase Agreement and (v) following
the occurrence of a Servicer Default, Early Amortization Event or Event of Default, an amount equal
to the product of the Note Principal, a fraction, the numerator of which is the actual number of
days in the related Accrual Period and the denominator of which is 365 or 366, as applicable, and a
rate equal to the difference between the 2% per annum over the Base Rate (as defined in the Note
Purchase Agreement) in effect for such period and the Note Rate in effect for such period (such sum
being herein called the “Additional Interest”) shall also be payable by the Issuer. The
“Deficiency Amount” for any Determination Date shall be equal to the excess, if any, of (x)
the sum of the Monthly Interest and the Additional Interest as determined pursuant to the preceding
sentence for the preceding Settlement Date, over (y) the amount actually paid in respect thereof on
the preceding Settlement Date.



     SECTION 5.13 Drawing Funds from the Spread Maintenance Account. In the event that the
Monthly Servicer Report with respect to any Determination Date shall state that the funds on
deposit in the Series 2005-A Settlement Account with respect to such Determination Date will not be
sufficient to make (on the related Settlement Date) payment on such Settlement Date of the Monthly
Interest then due or to make (on the Legal Final Settlement Date) payment on such Settlement Date
of the full outstanding principal balance of the Notes (the amount of such aggregate deficiency
being a “Permitted Settlement Date Withdrawal”), then the Trustee



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shall draw on the Spread Maintenance Account and deposit into the Series 2005-A Settlement
Account an amount equal to the lesser of (x) the Permitted Settlement Date Withdrawal and (y) the
amount then on deposit in the Spread Maintenance Account; provided that any withdrawal for purposes
of paying principal shall be in an amount equal to the lesser of (x) the then outstanding Note
Principal and all accrued and unpaid Monthly Interest with respect thereto and (y) the Series
2005-A pro rata share of the amount then on deposit in the Spread Maintenance Account (calculated
based on the outstanding Note Balance as a percentage of the outstanding principal balance of the
Notes of all Series). Any such funds actually received by the Trustee shall be used solely to make
payments of the Monthly Interest or the Note Principal, as the case may be.



     SECTION 5.14 Distribution from Series 2005-A Settlement Account. On each Settlement
Date, the Trustee shall distribute funds then on deposit in the Series 2005-A Settlement Account in
accordance with the provisions of either subsection (I) or (II) of this Section 5.14.



     (I) If neither an Early Amortization Event nor an Event of Default shall have occurred and be
continuing with respect to any Series:




     (1) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal
to its pro rata portion of the Series 2005-A Interest Payment for such Settlement Date;




     (2) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal
to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to
Series 2005-A Noteholders on such Settlement Date;




     (3) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal
to its pro rata portion (if any) of the Supplemental Principal Payment Amount then due and
payable to Series 2005-A Noteholders on such Settlement Date;




     (4) To the Funding Agent, any Additional Interest and Fee Amounts then due for such
Settlement Date; and




     (5) To each 2005-A Noteholder (as of the related Record Date) and each other
Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs,
indemnities and other amounts then due and payable to Series 2005-A Noteholders and each
Indemnified Party pursuant to the Note Purchase Agreement.



     (II) If an Early Amortization Event shall have occurred and be continuing with respect to any
Series or an Event of Default shall have occurred and be continuing with respect to any Series:




     (1) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal
to its pro rata portion of the Series 2005-A Interest Payment for such Settlement Date;



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     (2) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal
to its pro rata portion of the then outstanding Note Principal until the Note Principal has
been reduced to zero;




     (3) To the Funding Agent, any Additional Interest and Fee Amounts then due for such
Settlement Date; and




     (4) To each Series 2005-A Noteholder (as of the related Record Date) and each other
Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs,
indemnities and other amounts then due and payable to Series 2005-A Noteholders and each
other Indemnified Party pursuant to the Note Purchase Agreement.



     SECTION 5.15 Servicer’s Failure to Make a Deposit or Payment. If the Servicer fails
to make, or give instructions to make, any payment, deposit or withdrawal required to be made or
given by the Servicer at the time specified in the Base Indenture or this Series Supplement
(including applicable grace periods), the Trustee shall make such payment, deposit or withdrawal
from the applicable account in accordance with written instructions provided by the Majority
Noteholders.



     SECTION 9. Article 6 of the Base Indenture. Article 6 of the Base Indenture shall
read in its entirety as follows and shall be applicable only to the Noteholders:



ARTICLE 6




DISTRIBUTIONS AND REPORTS




     SECTION 6.1 Distributions.



     On each Settlement Date, the Trustee shall distribute (in accordance with the Monthly Servicer
Report delivered by the Servicer on or before the related Series Transfer Date pursuant to
Section 2.09(a) of the Servicing Agreement) to each Noteholder of record on the immediately
preceding Record Date (other than as provided in Section 12.5 of the Base Indenture
respecting a final distribution), such Noteholder’s pro rata share of the amounts on deposit in the
Series 2005-A Settlement Account that are payable to the Noteholders pursuant to
Section 5.14 by wire transfer to an account designated by such Holders of the Notes at
least five Business Days prior to such Settlement Date.



     SECTION 6.2 Monthly Noteholders’ Statement.



          (a) On or before each Settlement Date, the Trustee shall make available to each Noteholder,
each Rating Agency, and each Notice Person via the Trustee’s website a statement substantially in
the form of Exhibit B hereto prepared by the Servicer and delivered to the Trustee on the
preceding Determination Date and setting forth, among other things, the following information:





     (i) the total amount distributed to holders of Notes;




     (ii) the amount of such distribution allocable to principal;



12









 






     (iii) the amount of such distribution allocable to Trustee Fees and Expenses,
Custodian fees and expenses, Monthly Interest, Deficiency Amounts, Additional
Interest and the Fee Amounts, respectively;




     (iv) the aggregate Outstanding Balance of Receivables which were Delinquent
Receivables as of the end of the preceding Monthly Period;




     (v) the aggregate Outstanding Balance of Receivables which were Defaulted
Receivables as of the end of the preceding Monthly Period;




     (vi) the Spread Maintenance Reserve Required Amount and the balance on deposit
in the Spread Maintenance Account as of the end of the day on the Settlement Date;




     (vii) outstanding Note Balance, as of the end of the day on the Settlement
Date;




     (viii) increases and decreases in the Notes during the related Settlement
Period, and the average daily balance of the Notes for the related Settlement
Period;




     (ix) the amount of the Servicing Fee for the related Settlement Period;




     (x) the Note Rate for the related Settlement Period; and




     (xi) if applicable, the date on which the Rapid Amortization Period commenced.



          (b) Annual Noteholders’ Tax Statement. On or before January 31 of each calendar year,
beginning with the calendar year 2006, the Paying Agent shall distribute to each Person who at any
time during the preceding calendar year was a Noteholder, a statement prepared by the Servicer in
accordance with Section 6.02 of the Servicing Agreement containing the information required
to be contained in the regular monthly report to Series 2005-A Noteholders, as set forth in
subclauses (i), (ii) and (iii) above, aggregated for such calendar year or
the applicable portion thereof during which such Person was a Series 2005-A Noteholder, together
with such other customary information (consistent with the treatment of the Notes as debt) as is
customary on similar transactions to enable the Series 2005-A Noteholders to prepare their tax
returns. Such obligations of the Paying Agent shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Paying Agent or another party
pursuant to any requirements of the Code as from time to time in effect.




     SECTION 10. Early Amortization Events. If an “Early Amortization Event” shall occur
under the Base Indenture, then the Rapid Amortization Commencement Date shall occur without any
notice or other action on the part of any party hereto immediately upon the occurrence of such
event.



     SECTION 11. [Reserved].



13









 





     SECTION 12. Redemption Provision.



          (a) The Issuer may redeem the Notes in full on the Commitment Termination Date through a
refinancing. The Issuer shall give notice of its election to pay such Notes in accordance with the
terms of the Base Indenture and the Note Purchase Agreement prior to such redemption.




          (b) The amount required to be deposited into the Series 2005-A Settlement Account in
connection with any redemption in full shall be equal to the sum of (i) the Note Principal, plus
(ii) accrued and unpaid the interest on the Notes through the Settlement Date on which the
redemption occurs, plus (iii) any other amounts (including, without limitation, accrued and unpaid
Fees) payable by the Issuer to the Series 2005-A Noteholders, the Indemnified Parties, the Trustee
and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, less
(iv) the amounts, if any, on deposit at such Settlement Date in the Series 2005-A Settlement
Account for the payment of the foregoing amounts. Such deposit shall be made not later than 3:00
p.m. New York City time on the Redemption Date.




     SECTION 13. Amendments and Waiver. Any amendment, waiver or other modification to the
Base Indenture or this Series Supplement Series shall be subject to the restrictions thereon, if
applicable, in the Note Purchase Agreement.



     SECTION 14. Counterparts. This Series Supplement may be executed in any number of
counterparts, and by different parties in separate counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute but one and the
same instrument.



     SECTION 15. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE
PARTIES TO THIS SERIES SUPPLEMENT AND EACH NOTEHOLDER HEREBY AGREES TO THE NON-EXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY
APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HERETO
AND EACH NOTEHOLDER HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY
OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.



     SECTION 16. Waiver of Trial by Jury. To the extent permitted by applicable law, each
of the parties hereto and each of the Noteholders irrevocably waives all right of trial by jury in
any action, proceeding or counterclaim arising out of or in connection with this Series Supplement
or the Transaction Documents or any matter arising hereunder or thereunder.



14









 





     SECTION 17. No Petition. The Trustee, by entering into this Series Supplement and
each Series 2005-A Noteholder, by accepting a Note hereby covenant and agree that they will not
prior to the date which is one year and one day after payment in full of the last maturing note of
any Series and termination of the Indenture institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to the Notes, the Base
Indenture, this Series Supplement or the Transaction Documents. No obligation of the Issuer
hereunder shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against
the Issuer in the events that such obligations are not paid in accordance with the priority of
payments set forth in Section 5.4(c) of the Base Indenture.



     SECTION 18. Rights of the Trustee. The rights, privileges and immunities afforded to
the Trustee under the Base Indenture shall apply hereunder as if fully set forth herein.



     SECTION 19. Third-Party Beneficiaries. This Series Supplement will inure to the
benefit of and be binding upon the parties hereto, the Custodian, the Secured Parties and their
respective successors and permitted assigns. No other Person will have any right or obligations
hereunder. The Issuer agrees to perform its obligations hereunder for the benefit of the Trustee,
as agent for the Secured Parties.



15









 





     IN WITNESS WHEREOF, the parties hereto have caused this Series Supplement to be duly executed
by their respective officers as of the day and year first above written.



	 	 	 	 	 
	 	COFINA FUNDING, LLC, as Issuer

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Supplement to Base Indenture





 









 





EXHIBIT A




FORM OF

SERIES 2005-A NOTE



THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS
NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR
TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND
ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE
RESTRICTIONS SET FORTH ABOVE.




     EACH PERSON ACQUIRING OR HOLDING THIS NOTE SHALL BE DEEMED TO (1) REPRESENT AND WARRANT FOR
THE BENEFIT OF THE ISSUER, THE SELLERS, THE SERVICER AND THE TRUSTEE THAT EITHER (A) IT IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN OR A
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(D) OF THE CODE) SUBJECT TO
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR
(B) ITS PURCHASE AND HOLDING OF THE NOTE WILL NOT, THROUGHOUT THE TERM OF HOLDING, CONSTITUTE A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN OR A
NON-ELECTING CHURCH PLAN (AS DESCRIBED ABOVE), ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW) BY REASON
OF THE APPLICATION OF ONE OR MORE STATUTORY OR ADMINISTRATIVE EXEMPTIONS FROM SUCH PROHIBITED
TRANSACTION RULES OR OTHERWISE, AND (2) AGREE THAT IT SHALL NOT SELL OR OTHERWISE TRANSFER THIS
NOTE OR ANY INTEREST THEREIN TO ANY OTHER PERSON WITHOUT ACQUIRING THE SAME REPRESENTATION AND



Supplement to Base Indenture




 









 




WARRANTY FROM SUCH OTHER PERSON AND THE SAME OBLIGATION WITH RESPECT TO SALES OR OTHER
TRANSFERS.



THE INDENTURE (AS DEFINED BELOW) CONTAINS FURTHER RESTRICTIONS ON THE TRANSFER AND RESALE OF THIS
NOTE. EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS NOTE,
SUBJECT TO THE FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH TRANSFEREE OF THIS
NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN
THE INDENTURE.



BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE
INDENTURE AND HEREIN.




Supplement to Base Indenture




 









 








			
	 	 	 
	REGISTERED	 	 
	 	 	 
	No. R-1
	 	$150,000,000






SEE REVERSE FOR CERTAIN DEFINITIONS




          THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED IN THE SERIES 2005-A
SUPPLEMENT AND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.




COFINA FUNDING, LLC




SERIES 2005-A COFINA VARIABLE FUNDING ASSET-BACKED NOTES




          COFINA FUNDING, LLC, a limited liability company organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises
to pay Bank Hapoalim B.M., as the Funding Agent for the Purchasers party to the Note Purchase
Agreement, or registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS (U.S.
$150,000,000), or if less is due in whole or in part, the unpaid principal amount of all
outstanding amounts borrowed by the Issuer when due as shown on the reverse hereof or an attachment
hereto and recorded in the Note Register by the Transfer Agent and Registrar, payable on each
Settlement Date in the amounts and at the times specified in the Series 2005-A Supplement, dated as
of August 10, 2005 (as amended, supplemented or otherwise modified from time to time, the
“Series 2005-A Supplement”), between the Issuer and the Trustee to the Base Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Legal Final Settlement Date (as defined in the Series 2005-A Supplement).
The Issuer will pay interest on this Note on each Settlement Date at the Note Rate (as defined in
the Series 2005-A Supplement) until the principal of this Note is paid or made available for
payment, on the average daily outstanding principal balance of this Note during the related
Settlement Period (as defined in the Series 2005-A Supplement). Interest will be computed on the
basis set forth in the Indenture. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.




          The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.




          Issuer hereby irrevocably authorizes the Funding Agent to enter on the reverse hereof or on an
attachment hereto the date and amount of each borrowing and principal payment under and in
accordance with the Indenture. Issuer agrees that this Note, upon each such entry being duly made,
shall evidence the indebtedness of Issuer with the same force and effect as if set forth in a
separate Note executed by Issuer; provided that such entry is recorded by the Transfer
Agent and Registrar in the Note Register.




Supplement to Base Indenture




 









 








          Reference is made to the further provisions of this Note set forth on the reverse hereof and
to the Indenture, which shall have the same effect as though fully set forth on the face of this
Note.




          Unless the certificate of authentication hereon has been executed by the Trustee whose name
appears below by manual signature, this Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.




Supplement to Base Indenture




 









 








          IN WITNESS WHEREOF, the Issuer, has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.




	 	 	 	 	 
	 	COFINA FUNDING, LLC

 	 
	 	By:  	 	 
	 	Authorized Officer 	 
	 	 	 	 
	 



Date:




CERTIFICATE OF AUTHENTICATION




          This is one of the Notes referred to in the within mentioned Series 2005-A Supplement.




	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 






Supplement to Base Indenture




 









 





[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Series
2005-A Cofina Variable Funding Asset-Backed Notes (herein called the “Notes”), all issued
under the Series 2005-A Supplement to the Base Indenture dated as of August 10, 2005 (such Base
Indenture, as supplemented by the Series 2005-A Supplement and supplements relating to other series
of notes, as supplemented or amended, is herein called the “Indenture”), between the Issuer
and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”, which term includes any
successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that
are defined in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.




          The Note is one of a Series of Notes which are and will be equally and ratably secured by the
collateral pledged as security therefor as and to the extent provided in the Indenture.




          Principal of the Notes will be payable on each Settlement Date as set forth in the Indenture.




          All principal payments on the Notes shall be made pro rata to the Noteholders
entitled thereto.




          Subject to certain limitations set forth in the Indenture, payments of interest on this Note
due and payable on each Settlement Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by wire transfer in immediately available
funds to the Person whose name appears as the Holder of this Note on the Note Register as of the
close of business on each Record Date without requiring that this Note be submitted for notation of
payment. Any reduction in the principal amount of this Note effected by any payments made on any
Settlement Date or date of prepayment shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the Base
Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Trustee duly executed by the Holder hereof or its attorney, duly
authorized in writing, and (ii) accompanied by such other documents as the Trustee may require, and
thereupon one or more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any such registration of transfer or exchange.




Supplement to Base Indenture




 









 





          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits
of the Indenture that such Noteholder will not prior to the date which is one year and one day
after the payment in full of the last maturing note of any Series and the termination of the
Indenture institute against the Issuer or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any United Stated Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Transaction Documents.




          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits
of the Indenture that such Noteholder will treat such Note as indebtedness for all Federal, state
and local income and franchise tax purposes.




          Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as
of the day of determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of
the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.




          The Indenture permits the amendments thereof and modifications of the rights and obligations
of the Issuer and the rights of the Holders of the Notes under the Indenture and waivers of
compliance by the Issuer with provisions of the Indenture as provided in the Indenture. Any such
amendment, modification or waiver shall be conclusive and binding upon the Holder of this Note and
upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.




          As provided in the Indenture, no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer under the Indenture, including this Note, against any Seller, the
Servicer, the Trustee or any partner, owner, incorporator, beneficiary, beneficial owner, agent,
officer, director, employee, shareholder or agent of the Issuer, any Seller, the Servicer or the
Trustee except as any such Person may have expressly agreed.




          The term “Issuer” as used in this Note includes any successor to the Issuer under the
Base Indenture.




          The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.




          The Notes are issuable only in registered form as provided in the Indenture in denominations
as provided in the Indenture, subject to certain limitations therein set forth.




          This Note and the Indenture shall be construed in accordance with the laws of the State of New
York (without reference to its conflict of law provisions other than Section 5-1401 of the New York
General Obligations Law), and the obligations, rights and remedies of the parties hereunder and
thereunder shall be determined in accordance with such laws.




Supplement to Base Indenture




 









 





          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note.




Supplement to Base Indenture




 









 





ASSIGNMENT




Social Security or taxpayer I.D. or other identifying number of assignee




     FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                        
     



(name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                    , attorney, to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.




	 	 	 	 	 
	Dated:
	 	 	 	1
	 

	 	 
	 	 
	 

	 	 	 	Signature Guaranteed:  






 





 








 




			
	1	 	NOTE: The signature to this assignment must correspond
with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change
whatsoever.





Supplement to Base Indenture




 









 




The following are borrowings and payments made under this Note of the Issuer
dated                     :




	 	 	 	 	 	 	 	 	 
	Loan	 	Amount	 	Date	 	Amount Paid
	Date	 	Borrowed	 	Prin. Paid	 	Principal	 	Interest
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





Supplement to Base Indenture




 









 





EXHIBIT B




FORM OF MONTHLY NOTEHOLDERS’ STATEMENT




Supplement to Base Indenture





 











 





COFINA FUNDING LLC

MONTHLY NOTEHOLDERS’ STATEMENT

Reporting Date:

Statement Date:

Information provided in the Supplement Base Indenture Article 6




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number	 	 	Amount	 	 	Percent	 
	 	 	 
	1. Total amount distributed to holders of Notes
	 	 	 	 	 	$	2,210,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2. Amounts of distribution allocable to:
	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	 	 	 	 	$	500,000.00	 	 	 	 	 
	Trustee Fees and Expenses
	 	 	 	 	 	$	1,500,000.00	 	 	 	 	 
	Monthly Interest
	 	 	 	 	 	$	—	 	 	 	 	 
	Deficiency Amounts
	 	 	 	 	 	$	—	 	 	 	 	 
	Additional Interest
	 	 	 	 	 	$	—	 	 	 	 	 
	Fee Amount
	 	 	 	 	 	$	210,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Total	 	$	2,210,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3. Aggregate outstanding balance of delinquent
receivables as of [prior month end]
	 	 	 	 	 	$	50,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4. Aggregate outstanding balance of defaulted
receivables as of [Prior month end]
	 	 	 	 	 	$	50,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5. (i) Spread Maintenance Reserve Required Amount
	 	 	 	 	 	$	1,000,000.00	 	 	 	 	 
	(ii) Spread Maintenance Account Balance at end of
day on [settlement date]
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6. Total outstanding note balance at end of day on
[settlement date]
	 	 	 	 	 	$	1,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7. Note Activity during [settlement period]:
	 	 	 	 	 	 	 	 	 	 	 	 
	Increases in Notes
	 	 	 	 	 	$	1,000,000.00	 	 	 	 	 
	Decreases in Notes
	 	 	 	 	 	$	1,000,000.00	 	 	 	 	 
	Average daily balance of Notes
	 	 	 	 	 	$	1,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8. Servicing fee for [settlement period]
	 	 	 	 	 	$	1,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9. Note rate for [settlement period]
	 	 	 	 	 	$	1,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10. Date on which rapid amortization period commenced
	 	 	 	 	 	[Date]	 	 	 	 






Supplement to Base Indenture


















 





EXHIBIT C




FORM OF TRANSFER CERTIFICATE



CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF DEFINITIVE SECURITIES





			
	To:	 	U.S. Bank National Association, as Trustee

60 Livingston Avenue

St. Paul, MN 55107






			
	Re:	 	Cofina Funding, LLC — Cofina Variable Funding Asset-Backed Notes





     This Certificate relates to $                             principal amount of Series 2005-A Cofina Variable
Funding Asset-Backed Notes held in definitive form by                                     
(the “Transferor”) issued pursuant to the Base Indenture dated as of August 10, 2005
between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee, as
supplemented by the Series 2005-A Supplement dated as of August 10, 2005 (the “Series
Supplement”) (as amended, supplemented or otherwise modified from time to time, the
“Indenture”). Capitalized terms used herein and not otherwise defined, shall have the
meanings given thereto in the Indenture.



     The Transferor (i) has requested the Trustee by written order to exchange or register the
transfer of a Note or Notes and (ii) has reviewed the transfer restrictions set forth in Section
7(c) of the Series Supplement and hereby makes the acknowledgments, representations and agreements
set forth in Section 7(c)(ii) of the Series Supplement.



     In connection with such request and in respect of each such Note, the Transferor does hereby
certify as follows:



               o Such Note is being transferred to a qualified institutional buyer (for its own account and not
for the account of others) or to a fiduciary or agent for the account of a qualified institutional
buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”)) in reliance on Rule 144A.



               o Such Note is being transferred in reliance on and in compliance with an exemption from the
registration requirements of the Securities Act, other than Rule 144A and in compliance with other
applicable state and federal securities laws and, if requested by the Issuer or the Transfer Agent
and Registrar, an opinion of counsel is being furnished simultaneously with the delivery of this
Certificate as required under Section 7(c)(i) of the Series Supplement.



	 	 	 	 	 
	 	[INSERT NAME OF TRANSFEROR]

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Date:




Supplement to Base Indenture















 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	PRELIMINARY STATEMENT
	 	 	1	 
	SECTION 1. Designation
	 	 	1	 
	SECTION 2. Definitions
	 	 	1	 
	SECTION 3. Article 3 of the Base Indenture
	 	 	4	 
	SECTION 4. Principal Payments on the Notes
	 	 	5	 
	SECTION 5. Cleanup Call
	 	 	6	 
	SECTION 6. Delivery and Payment for the Notes
	 	 	6	 
	SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions
	 	 	6	 
	SECTION 8. Article 5 of Base Indenture
	 	 	9	 
	SECTION 9. Article 6 of the Base Indenture
	 	 	12	 
	SECTION 10. Early Amortization Events
	 	 	13	 
	SECTION 11. [Reserved]
	 	 	13	 
	SECTION 12. Redemption Provision
	 	 	14	 
	SECTION 13. Amendments and Waiver
	 	 	14	 
	SECTION 14. Counterparts
	 	 	14	 
	SECTION 15. Governing Law
	 	 	14	 
	SECTION 16. Waiver of Trial by Jury
	 	 	14	 
	SECTION 17. No Petition
	 	 	15	 
	SECTION 18. Rights of the Trustee
	 	 	15	 
	SECTION 19. Third-Party Beneficiaries
	 	 	15	 
	 
	 	 	 	 
	EXHIBIT A            Form of Note
	 	 	 	 
	EXHIBIT B            Form of Monthly Noteholders’ Statement
	 	 	 	 
	EXHIBIT C            Form of Transfer Certificate
	 	 	 	 







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