EXECUTION COPY




---



##### 



Note Purchase Agreement Issuer Conduit
Purchaser Funding Agent
   Base Indenture Trustee Series
Supplement Indenture
     Certain Defined Terms
 Accrual Period provided
 Additional Amounts Section 2.11 Article VIII
 Affected Party Section 8.02
 Aggregate Purchaser Funded Amount plus minus




---



##### 



Allocated Commercial Paper
 Applicable Margin
 Asset Purchase Agreement
 Assignment and Acceptance
 Base Rate
 Blended Rate provided
 Breakage Amount Section 2.08
 Closing Section 3.01
 Closing Date Section 3.01
 2




---



##### 



Cofina Entity
 Commercial Paper
 Committed Purchasers Section 10.04
 Commitment
 Conduit Assignee
 Conduit Purchaser
 CP Rate
 Eurodollar Rate minus plus
 Federal Bankruptcy Code
 Federal Reserve Board
 3




---



##### 



Fee Letter
 Fixed Period provided
 provided however
   Funding Agent
 Funding Tranche
 Governmental Actions
 Governmental Rules
 4




---



##### 



Increase
 Increase Amount
 Increase Date
 Indemnified Party
 Initial Purchase Price Section 2.02
 Issuer Indemnified Amounts Section 8.01(a)
 LIBOR Rate
 Liquidity Purchasers
 Match-Funding Rate weighted average of the
rates
 Maximum Funded Amount
 Notice of Increase Exhibit A
 5




---



##### 



Purchase Expiration Date Section 2.04
 Purchaser Percentage
 Purchasers
 Reduction Section 2.05
 Required VFN Series Holders 2 3
 Transfer Supplement Section 10.4(b)
 Variable Noteholders
 VFN
 VFN Financing Costs or Series 2006-A Financing Costs
 VFN Interest Component
 per annum
 6




---



##### 



provided however times
 times
  Other Definitional Provisions
 Section 1.01 Section 1.01
    Purchase and Sale of the VFN
 Initial Purchase Price Initial Purchase Price
 7




---



##### 



Increases provided however
         provided
  8




---



##### 



Section 3.1(b)
  Extension of Purchase Expiration Date provided
 Reduction of Maximum Funded Amount Reduction provided provided further provided further
 Calculation of Monthly Interest
  Benefits of Indenture
 9




---



##### 



Broken Funding Breakage Amount Section 2.08 Section 2.08
 Illegality
 Inability to Determine Eurodollar Rate
 10




---



##### 



Fees
   Closing Closing Article IV Closing Date
 Transactions to be Effected at the Closing
 11




---



##### 



Performance by Cofina Entities
 Representations and Warranties
 Corporate Documents
 Opinions of Counsel
 Reports
 Financing Statements
 Documents
 12




---



##### 



VFN
 No Actions or Proceedings
 Approvals and Consents
 Officers Certificates Officers
Certificate Sections 4.01 4.02
 Accounts
 Expenses Section 8.04
 Liens
 Other Documents
 Payment of Fees
   Representations and Warranties of the Issuer
 13




---



##### 



Section
5.01
 Reaffirmation of Representations and Warranties by the Issuer
  
  Securities Laws; Transfer Restrictions
  subsection (a)
   14




---



##### 



Section 6.01
 Enforceability
   Covenants
 Monthly Noteholders Statement; Notice of Adverse Effect
 Notice of Default
 Further Assurances
 Notice of Modifications to Transaction Documents and Credit Manual
 Expenses
 Incorporation
 15




---



##### 



Indemnification Issuer Indemnified Amounts
       16




---



##### 



Section 8.01 Section 8.01 Section 8.01
 Indemnity for Reserves and Expenses
 17




---



##### 



Affected Party
  provided however Section
8.02(a)
  18




---



##### 



Section 9.2(b) provided however Section 8.02(b)
 Indemnity for Taxes Section 8.03(b) Taxes
    19




---



##### 



clause (b)
 Limitations Section 8.03 provided Section 8.03
 Other Costs, Expenses and Related Matters
 20




---



##### 



Section 8.04
 Article VIII Article VIII
 Section 8.02 8.03 Section 8.02 8.03
   Authorization and Action
 21




---



##### 



Section 9.04 Section 9.06
 Funding Agents Reliance, Etc.
 Funding Agent and Affiliates
 Indemnification provided
 22




---



##### 



provided
 Purchase Decision
 Successor Funding Agent Article IX
   Amendments
 23




---



##### 



Notices Schedule I
 No Waiver; Remedies
 Binding Effect; Assignability provided however provided provided further
 Assignee
Committed Purchaser Commitment Exhibit C Transfer Supplement provided
 24




---



##### 



Participant provided Article VIII provided however
  Confidentiality
 25




---



##### 



provided
 GOVERNING LAW; JURISDICTION FORUM NON CONVENIENS
 Wavier of Trial by Jury
 No Proceedings
 Execution in Counterparts
 No Recourse
 26




---



##### 



provided
 Survival
 27




---



##### 



COFINA FUNDING, LLC, as Issuer,By:Name:Title:VENUS FUNDING CORPORATION,
as Conduit PurchaserBy:Name:Title:BANK HAPOALIM B.M.,
as Funding AgentBy:Name:Title:By:Name:Title:HSH NORDBANK AG, NEW YORK BRANCH,
as a Committed PurchaserBy:Name:Title:By:Name:Title:Purchaser Percentage: 100% Note
Purchase Agreement




---



##### 



1.
    
    Proposed Increase Date:2.
    
    Amount of requested Increase
(lesser of minimum amount of
$ or remaining
Maximum Funded Amount)
    
    $3.
    
    Purchase Price
    
    $4.
    
    Remaining Maximum Funded
Amount (after giving effect
to the requested Increase)
    
    $
 5.
    
    Certifications:
 (a)
    
    The representations and
warranties of Cofina Funding,
LLC ( the Issuer) in the
Base Indenture dated as of
October 10, 2005 (as amended)
between the Issuer and U.S.
Bank National Association, as
trustee (the Trustee); the
Series 2006-A Supplement,
dated as of February 21,
2006, between the Issuer and
the Trustee; and the Note
Purchase Agreement dated as
of February 21, 2006 (the
Note Purchase Agreement),
among the Issuer, the Conduit
Purchaser, the Funding Agent
and the Committed Purchasers
named therein, are true and
correct in all material
respects on the date hereof
(except to the extent they
expressly relate to an
earlier or later time and
then as of such earlier or
later time).(b)
    
    The conditions to the
Increase specified in Section
2.03 of the Note Purchase
Agreement have been satisfied
and will be satisfied as of
the applicable Increase Date.
 COFINA FUNDING, LLC, as IssuerByAuthorized Officer




---



##### 



Issuer Note Purchase Agreement
  
 COFINA FUNDING, LLC, as Issuer,By:Name:Title:




---



##### 








---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1SECTION 1.01 Certain Defined Terms
    
    
    1SECTION 1.02 Other Definitional Provisions
    
    
    7ARTICLE II PURCHASE AND SALE
    
    
    7SECTION 2.01 Purchase and Sale of the VFN
    
    
    7SECTION 2.02 Initial Purchase Price
    
    
    7SECTION 2.03 Increases
    
    
    8SECTION 2.04 Extension of Purchase Expiration Date
    
    
    9SECTION 2.06 Calculation of Monthly Interest
    
    
    9SECTION 2.07 Benefits of Indenture
    
    
    10SECTION 2.08 Broken Funding
    
    
    10SECTION 2.09 Illegality
    
    
    10SECTION 2.10 Inability to Determine Eurodollar Rate
    
    
    11SECTION 2.11 Fees
    
    
    11ARTICLE III CLOSING
    
    
    11SECTION 3.01 Closing
    
    
    11SECTION 3.02 Transactions to be Effected at the Closing
    
    
    11ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE
    
    
    12SECTION 4.01 Performance by Cofina Entities
    
    
    12SECTION 4.02 Representations and Warranties
    
    
    12SECTION 4.03 Corporate Documents
    
    
    12SECTION 4.04 Opinions of Counsel
    
    
    12SECTION 4.05 Reports
    
    
    12SECTION 4.06 Financing Statements
    
    
    12SECTION 4.07 Documents
    
    
    13SECTION 4.08 VFN
    
    
    13SECTION 4.09 No Actions or Proceedings
    
    
    13SECTION 4.10 Approvals and Consents
    
    
    13SECTION 4.11 Officers Certificates
    
    
    13SECTION 4.12 Accounts
    
    
    13SECTION 4.13 Expenses
    
    
    13
 i




---



##### 



TABLE OF CONTENTS
 PageSECTION 4.14 Liens
    
    
    13SECTION 4.15 Other Documents
    
    
    13SECTION 4.16 Payment of Fees
    
    
    13ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER
    
    
    14SECTION 5.01 Representations and Warranties of the Issuer
    
    
    14SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer
    
    
    14ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS
    
    
    14SECTION 6.01 Securities Laws; Transfer Restrictions
    
    
    14SECTION 6.02 Enforceability
    
    
    15ARTICLE VII COVENANTS
    
    
    15SECTION 7.01 Covenants
    
    
    15SECTION 7.02 Incorporation
    
    
    16ARTICLE VIII INDEMNIFICATION
    
    
    16SECTION 8.01 Indemnification
    
    
    18SECTION 8.02 Indemnity for Reserves and Expenses
    
    
    19SECTION 8.03 Indemnity for Taxes
    
    
    21SECTION 8.04 Other Costs, Expenses and Related Matters
    
    
    21ARTICLE IX THE FUNDING AGENT
    
    
    21SECTION 9.01 Authorization and Action
    
    
    21SECTION 9.02 Funding Agents Reliance, Etc
    
    
    22SECTION 9.03 Funding Agent and Affiliates
    
    
    22SECTION 9.04 Indemnification
    
    
    22SECTION 9.05 Purchase Decision
    
    
    23SECTION 9.06 Successor Funding Agent
    
    
    23ARTICLE X MISCELLANEOUS
    
    
    24SECTION 10.01 Amendments
    
    
    24SECTION 10.02 Notices
    
    
    24SECTION 10.03 No Waiver; Remedies
    
    
    24SECTION 10.04 Binding Effect; Assignability
    
    
    24SECTION 10.05 Confidentiality
    
    
    25
 ii




---



##### 



TABLE OF CONTENTS
 PageSECTION 10.06 GOVERNING LAW; JURISDICTION
    
    
    26SECTION 10.07 Wavier of Trial by Jury
    
    
    26SECTION 10.08 No Proceedings
    
    
    26SECTION 10.09 Execution in Counterparts
    
    
    27SECTION 10.10 No Recourse
    
    
    27SECTION 10.11 Survival
    
    
    27SECTION 10.12 Funding Instructions
    
    
    27
 EXHIBIT A
    
    Form of Notice of IncreaseEXHIBIT B
    
    Series 2006-A Officers CertificateEXHIBIT C
    
    Form of Transfer SupplementSCHEDULE I
    
    Addresses for Notices
 iii