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LOCKBOX AGREEMENT




August 10, 2005




M&I Marshall & Ilsley Bank

651 Nicollet Mall

Minneapolis, MN 55402





	     Re:	 	 Lockbox Agreement (this “Agreement”)

for Lockbox Number 

 Lockbox Account Number 





Ladies and Gentlemen:




     COFINA FINANCIAL, LLC, a Minnesota limited liability company (“Cofina
Financial “), hereby notifies you that in connection with certain
transactions involving the operating and term loans of Cofina
Financial, Cofina Financial hereby transfers. exclusive ownership and
control of its lockbox number  (the “Lockbox”) and the
corresponding lockbox account number  maintained with you (the
“Lockbox Account”) to Cofina
Funding, LLC (the “Issuer”) (or its assigns or designees). The Issuer
further notifies you that in connection with such transactions the
Issuer hereby transfers exclusive dominion and control of the Lockbox
and the Lockbox Account to U.S. Bank National Association, in its
capacity as trustee for and on behalf of certain other secured parties
(the “Trustee”). Cofina Financial has agreed to act as initial servicer
of such loans for the Issuer and the Trustee (Cofina Financial, or any
successor servicer, the “Servicer”). Cofina Financial shall have no
ownership of, or rights in, the Lockbox or Lockbox Account or any funds
therein.



     In connection with the foregoing, the Issuer and the Trustee hereby
jointly instruct you, beginning on the date hereof until you are
otherwise notified by the Trustee in writing, (i) to change the name on
the Lockbox and the Lockbox Account to “COFINA FUNDING, LLC and
U.S. BANK NATIONAL ASSOCIATION, as Trustee for and on behalf of certain
secured parties”; (ii) to follow your usual operating procedures for
the handling of any checks, except as modified by this Agreement; (iii)
to follow your usual procedures in the event the Lockbox, the Lockbox
Account or any check should be or become the subject of any writ, levy,
order or other similar judicial or regulatory order or process, except
as modified by this Agreement; (iv) to collect the monies, checks,
instruments and other items of payment mailed to the Lockbox; (v) to
maintain the Lockbox Account as a “Deposit Account” (as defined in
§9-102 of the Uniform Commercial Code as in effect in the State of
Minnesota (the “Applicable UCC’)); (vi) to deposit in the Lockbox
Account all such monies, checks, instruments and other items of payment
(unless otherwise instructed by the Trustee); and (vii) to
transfer all collected and available funds in the Lockbox Account on
each business day to account number  (the “Collection Account”)
maintained by the Trustee at its Corporate Trust Office at its address
set forth on Annex A hereto



Lockbox Agreement




 









 







or as the Trustee otherwise notifies you, or otherwise in accordance
with the instructions of the Trustee. Funds on deposit in the Lockbox
Account shall not be withdrawn or transferred to any account other than
the Collection Account, absent the written consent of the Trustee. You are
hereby further instructed to permit Cofina Financial and the Trustee to
obtain upon request any information relating to the Lockbox and the
Lockbox Account, including, without limitation, any information regarding
the balance or activity of the Lockbox Account.




     Cofina Financial and the Issuer also hereby jointly notify you that
notwithstanding anything herein or elsewhere to the contrary, the
Trustee, or any party designated in writing by the Trustee, shall be
irrevocably entitled to exercise any and all rights in respect of or in
connection with the Lockbox and the Lockbox Account, including, without
limitation, the right
to specify when payments are to be made out of or in connection with the Lockbox and
the
Lockbox Account. At all times from and after the date hereof, neither
Cofina Financial, the Issuer nor any of their respective affiliates shall
be given any access to the Lockbox or Lockbox Account absent the written
consent of the Trustee.



     The monies, checks, instruments and other items of payment mailed to
the Lockbox and the funds deposited into the Lockbox Account will not be
subject to deduction, set-off, banker’s lien, or any other right in favor
of any person other than the Trustee (except that you may set off the face
amount of any items (including, without limitation, checks and automated
clearinghouse transactions) returned unpaid because of uncollected or
insufficient funds in accordance with your customary practices). To the
extent that funds in the Lockbox Account are insufficient, Cofina
Financial shall pay you for such returned items. All service charges and
fees with respect to the Lockbox and Lockbox Account shall continue to be
payable by Cofina Financial under the arrangements currently in effect.
Cofina Financial hereby authorizes you, without prior notice, from time to
time to debit any other account Cofina Financial may have with you for the
amount or amounts due you under the two preceding sentences.



     By executing this Agreement, you (a) irrevocably waive and agree not
to assert, claim or endeavor to exercise, (b) irrevocably bar and stop
yourself from asserting, claiming or exercising, and (c) acknowledge that
you have not heretofore received a notice, writ, order or any form of
legal process from any other party asserting, claiming or exercising, any
right of set-off, banker’s lien, security interest or other purported form
of claim with respect to the Lockbox or Lockbox Account or any funds from
time to time therein (except for security interests which have been
terminated on or prior to the date hereof). You agree to give the Trustee
and the Issuer prompt notice if the Lockbox or the Lockbox Account becomes
subject to any writ, judgment, warrant of attachment, execution or similar
process. Except for your right to payment of your service charges and fees
from Cofina Financial and to make deductions for returned items, you shall
have no rights in the Lockbox or Lockbox Account or funds therein. To the
extent you may ever have such rights, you hereby expressly subordinate all
such rights to all rights of the Trustee.



     In addition, as collateral security for the Issuer’s obligations to
the Trustee and certain other persons in connection with the transactions
referenced in the first paragraph of this Agreement, the Issuer hereby
grants to the Trustee (on behalf of certain secured parties) a present and
continuing security interest in.(a) the Lockbox and the Lockbox Account,
(b) all general intangibles and privileges in respect of the Lockbox or
the Lockbox Account, and (c) all cash,



Lockbox Agreement




 









 







checks, money orders and other items of value of the Issuer now or
hereafter paid, deposited, credited, held (whether for collection,
provisionally or otherwise) or otherwise, in the possession or under the
control of, or in transit to you or any agent, bailee or custodian thereof
in respect of the Lockbox or the Lockbox Account, and all proceeds of the
foregoing (collectively, “Receipts”). You acknowledge and agree that (i)
the Trustee has “Control” (as defined in §9- 104 of the Applicable UCC) of
the Lockbox Account and you are required to comply with the instructions of
the Trustee directing disposition of the funds, in the Lockbox Account
without
further consent by Cofina Financial, the Issuer or any affiliate thereof and (ii) you
shall at all
times maintain the Lockbox Account as a “Deposit Account” (as defined in §9-102 of the
Applicable UCC). The Trustee hereby appoints you as the Trustee’s bailee for
the Lockbox, Lockbox Account and all Receipts for the purpose of perfecting
the Trustee’s security interest in such collateral, and you hereby accept
such appointment and agree to be bound by the terms of this Agreement. The
Issuer hereby agrees to such appointment and further agrees that you, on
behalf of the Trustee, shall be entitled to exercise, as directed in
accordance with the terms of this Agreement, any and all rights which the
Trustee may have in connection with the transactions referenced in the
first paragraph of this Agreement or under applicable law with respect to
the Lockbox, Lockbox Account, all Receipts and all other collateral
described in this paragraph.




     You will not be liable to Cofina Financial, the Servicer, the Issuer
or the Trustee for any expense, claim, loss, damage or cost (“Damages”)
arising out of or relating to your performance under this Agreement other
than those Damages which result directly from your acts or omissions
constituting negligence. In no event will you be liable for any special,
indirect, exemplary or consequential Damages, including but not limited to
lost profits.



     Cofina Financial shall indemnify you against, and hold you harmless
from, any and all liabilities, claims, costs, expenses and damages of any
nature (including but not limited to allocated costs of staff counsel,
other reasonable attorneys’ fees and any fees and expenses incurred in
enforcing this Agreement) in any way arising out of or relating to disputes
or legal actions concerning this Agreement, the Lockbox or the Lockbox
Account. Cofina Financial agrees to pay to you, upon receipt of your
invoice, all costs, expenses and attorneys’ fees (including allocated
costs for in-house legal services) incurred by you in connection with the
preparation and administration (including any amendments) and enforcement
of this Agreement. This paragraph does not apply to any cost or damage
attributable to your negligence or intentional misconduct. Cofina
Financial’s obligations under this paragraph shall survive termination of
this Agreement.



     Notwithstanding any of the other provisions in this Agreement, in the
event of the commencement of a case pursuant to Title 11, United States
Code, filed by or against the Issuer, or in the event of the commencement
of any similar case under then applicable federal or state law providing
for the relief of debtors or the protection of creditors by or against the
Issuer, you may act as you deem necessary to comply with all applicable
provisions of governing statutes and shall be held harmless from any claim
of any of the parties for so doing, provided that you shall not release
any funds other than in accordance with (i) this Agreement or (ii) an order
of a court of competent jurisdiction.



Lockbox Agreement




 









 








     You hereby agree not to institute or join any other person or entity
in instituting, any suit pursuant to Title 11, United States Code, or any
similar suit or proceeding under then applicable state or federal law
providing for the relief of debtors or the protection of creditors,
against the Issuer prior to the date which is one year and one day after
payment of all obligations of the Issuer to the Trustee (and the parties
for which it is acting as trustee) are paid In full. This section shall
survive any termination of this Agreement.



     You may terminate this Agreement upon 30 days’ prior written notice
to the Issuer and the Trustee. The Trustee may terminate this Agreement
upon 30 days’ prior written notice to the Issuer and you. Neither the
Issuer nor Cofina Financial may terminate this Agreement, except with the
written consent of the Trustee and upon 30 days’ prior written notice to
you and the Trustee- Incoming mail addressed to the Lockbox or Lockbox
Account (including, without limitation, any direct funds transfer to the
Lockbox Account) received after any such termination shall be forwarded in
accordance with the Trustee’s instructions.



     You shall not assign or transfer your rights or obligations hereunder
without the prior written consent of the Trustee and the Issuer. Cofina
Financial shall not assign or transfer its rights and obligations
hereunder without your consent and the consent of the Trustee. The Issuer
shall not assign or transfer its rights or obligations hereunder without
the consent of you and the Trustee. The Trustee may at any time assign its
rights and obligations hereunder upon notice to the other parties hereto.
Subject to the preceding sentences, this Agreement shall be binding upon
each of the parties hereto and their respective successors and assigns, and
shall inure to the benefit of, and be enforceable by, the Trustee, each of
the other parties hereto and their respective successors and assigns.



     This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof, and may not be altered, modified or
amended in any respect nor, except as set forth in the preceding
paragraph, may any right, power or privilege of any party hereunder be
waived or released or discharged, except.upon execution by you, the Issuer
and the Trustee of a written instrument so providing. The terms and
conditions of any agreement between Cofina Financial and/or the Issuer and
you (a “Lockbox Service Agreement”) (whether now existing or executed hereafter) with respect to the lockbox arrangements, to the extent
not inconsistent with this Agreement, are made part of this Agreement with
respect to matters not explicitly covered in this Agreement. In the event
that any provision in this Agreement is in conflict with, or
inconsistent with, any provision of any such Lockbox Service
Agreement, this Agreement will exclusively govern and control. Each party
agrees to take all actions reasonably requested by .any other party to
carry out the purposes of this Agreement or to preserve and protect the
rights of each party hereunder.



     Except as otherwise expressly provided- herein, notice, demand or
other communication required or permitted to be given hereunder shall be
in writing and may be (a) personally served,
(b) sent by courier service, (c) sent by facsimile or electronic mail,
or (d) sent by United States mail and shall be deemed to have been given
when (a) delivered in person, (b) delivered by courier service, (c) upon.
confirmation.by telephone or other electronic means of receipt of the
facsimile or electronic mail, or (d) five business days after deposit in
the United States mail (registered or certified, with postage prepaid and
properly addressed). For the purposes hereof, the addresses of the parties
hereto shall be as set forth on Annex A hereto, or, as to each party,
at



Lockbox Agreement




 









 







such other address as may be designated by such party in a written notice
to the other parties. All notices under this Agreement will be deemed to
have been received when actually received or, in the case of personal
delivery, delivered.




     This Agreement and the rights and obligations of the parties hereunder
will be governed by and construed and interpreted in accordance with the
internal laws of the State of New York. The Issuer, the Trustee and you
agree that New York is your “jurisdiction” for purposes of §9- 304 of the
Applicable UCC. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each
of which counterparts, when so executed shall be deemed to be an original
and all of which counterparts, taken together, shall constitute one and the
same agreement. Delivery of an executed counterpart of the signature pages
of this Agreement by telecopier or other electronic means shall be equally
effective as delivery of a manually executed counterpart.



LockboxAgreement




 









 








     Please evidence your agreement to the terms of, and acknowledge
receipt of, this Agreement by signing in the space provided below.



Very truly yours,




COFINA FINANCIAL, LLC, individually

and as Servicer




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	COFINA FUNDING, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






Lockbox Agreement




 









 








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

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	ACKNOWLEDGED AND AGREED TO:
	 
	 	 	 	 
	M&I MARSHALL & ILSLEY BANK
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






 









 






Cenex Finance Association, Inc.




Cenex Finance Association

5500 Cenex Drive

Inver Grove Heights, MN 55077-1733

Attention: Sharon Barber

Phone: (651) 355-6974

 Phone: (651) 451-5477

Fax: (651) 451-4917

slbarber@cfabanking.com




Cofina Financial, LLC




Cofina Financial, LLC

5500 Cenex Drive

Inver Grove Heights, MN 55077-1733

Attention: Sharon Barber

Phone: (651) 355-6974

Phone: (651) 451-5477

Fax: (651) 451-4917

slbarber@cfabanking.com




Cofina Funding, LLC




Cofina Funding, LLC

5500 Cenex Drive

Inver Grove Heights, MN 55077-1733

Attention: Sharon Barber

Phone: (651) 355-6974

Phone: (651) 451-5477

Fax: (651) 451-4917

slbarber@cfabanking.com




U.S. Bank National Association




U.S. Bank National Association

EP-MN-WS3D

60 Livingston Avenue

St. Paul, MN 55107

Attention: Toby Robillard

Tel: (651) 495-3855

Fax: (651) 495-8090

E-Mail: toby.robillard@usbank.com 




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M&I Marshall & Ilsley




651 Nicollet Mall

Minneapoli, MN 55401

Attention: Chip Howard

Tel: (612) 904-8588

Fax: (612) 904-8012

E-Mail: chip.howard@micorp.com





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