EXECUTION COPY




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Series
Supplement Issuer Trustee Base Indenture
   Section 2.2
  Designation
 Exhibit A Notes
  Definitions
 Accrual Period
 Additional Interest Section 5.12
 Closing Date




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Commitment Termination Date
 CP Conduit
 Deficiency Amount Section 5.12
 Fee Amount Section 5.12
 Fees
 Funding Agent
 Increase subsection 3.1(a)
 Indemnified Party
 Initial Note Principal
 Issuer
 Legal Final Settlement Date
 Maximum Principal Amount
 Monthly Interest Section 5.12
 Monthly Period
 Note Principal
 Note Purchase Agreement
 Note Rate
 2




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Noteholder
 Notes Section 1(a)
 Notice Persons
 Permitted Settlement Date Withdrawal Section 5.13
 QIB Section 7(c)(i)
 Rapid Amortization Period
 Rapid Amortization Commencement Date Section 10.1 Section 10
 Rating Agency
 Rating Agency Condition
 Redemption Date Section 5 12
 Required Person
 Revolving Period
 Rule 144A subsection 7(c)(i)
 Scheduled Principal Payment Amount
 3




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Scheduled Targeted Principal Balance Schedule I
 Series Early Amortization Event Section 10
 Series 2005-B
 Series 2005-B Interest Payment
 Series 2005-B Noteholder
 Series 2005-B Settlement Account Section 5.11 Section 5.3
 Series 2005-B Termination Date
 Supplemental Principal Payment Amount Section 5.10
 Article 3 of the Base Indenture Article 3
  INITIAL ISSUANCE AND INCREASES AND DECREASES OF  NOTE PRINCIPAL
 Initial Issuance: Procedure for Increasing the Investor Interest
 subsection (b) Section 3.1 Section 2.2 Increase
 4




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subsection (a)
 (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 divided by 1.02;(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;(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;(viii)
    
    The rating of the Notes by Moodys shall not be suspended, withdrawn or
downgraded below A3; provided that this clause (viii) shall only be
required to be satisfied on the Closing Date;(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.
  5




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Prepayments Section 5.4
 Principal Payments on the Notes Section 5.14
 Cleanup Call
 subsection 13.4(a)
  Delivery and Payment for the Notes Section 2.4 Section 7
 Form of Delivery of the Notes; Denominations; Transfer Restrictions
 6




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Sections 2.1 2.18 Section 2.6 Section 7
  provided however
 QIB Rule 144A Exhibit
C Exhibit C
    7




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Section 7(c)
 clause (B) (C) clause (i) clause (C)
 clauses (2) (3)
  8




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9




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ab initio
 Article 5 of Base Indenture Sections 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10
  
 Series 2005-B Settlement Account Section 5.3(d)
 Determination of Monthly Interest times Monthly Interest provided however times times Fee Amount Additional Interest Deficiency Amount
 10




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Drawing Funds from the Spread Maintenance Account Permitted Settlement Date Withdrawal provided
 Distribution from Series 2005-B Settlement Account Section 5.14
  pro rata
 pro rata
 pro rata
  pro rata
 11




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pro rata
 pro rata
  pro rata
 Servicers Failure to Make a Deposit or Payment
 Article 6 of the Base Indenture
   Distributions
 Section 2.09(a) Section 12.5 pro rata Section 5.14
 Monthly Noteholders Statement
 12




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Exhibit B
            Annual Noteholders Tax Statement Section 6.02 subclauses (i) (ii) (iii)
 13




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Early Amortization Events
 [Reserved]
 Redemption Provision
   Amendments and Waiver
 Counterparts
 Governing Law FORUM NON CONVENIENS
 14




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Waiver of Trial by Jury
 No Petition Section 5.4(c)
 Rights of the Trustee
 Third-Party Beneficiaries
 Tax Opinion
 15




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COFINA FUNDING, LLC, as IssuerBy:Name:Title: U.S. BANK NATIONAL ASSOCIATION, as TrusteeBy:Name:Title: Supplement to Base Indenture




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Supplement to Base Indenture




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Supplement to Base Indenture




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No. 1
    
    $200,000,000
     Issuer Series 2005-B Supplement provided however
  provided
 Supplement to Base Indenture




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Supplement to Base Indenture




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COFINA FUNDING, LLCBy:Authorized Officer   U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity, but solely as TrusteeByAuthorized Officer 
 Supplement to Base Indenture




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Notes Indenture Trustee
   pro rata
   Supplement to Base Indenture




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Issuer
    Supplement to Base Indenture




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Supplement to Base Indenture




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ASSIGNMENT
  
   Dated:
    
    
    
    
    
    1Signature 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




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Loan
    
    Amount
    
    Date
    
    Amount PaidDate
    
    Borrowed
    
    Prin. Paid
    
    Principal
    
    Interest
 Supplement to Base Indenture




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COFINA FUNDING LLC
RESERVES AND BORROWING BASE CALCULATIONS
 Aggregate loan balance of pool of Eligible Receivables
    
    $
    341,253,904Aggregate loan commitment of pool of Eligible Receivables
    
    $
    558,524,127
   %A. Cost of Carry
    
    
    5.18Minimum spread required over Cost of Carry
    
    
    1.25Minimum interest rate
    
    
    6.43
  Reference
    
    Obligor
    
    Loan Balance
    
    Interest Rate
    
    Remaining Term
    
    Reserve RequiredNumber
    
    Name
    
    $
    
    %
    
    Years
    
    $0.000.00
  Reference
    
    Obligor
    
    Loan Balance
    
    Interest Rate
    
    Remaining Term
    
    Reserve RequiredNumber
    
    Name
    
    $
    
    %
    
    Years
    
    $0.000.00
  Notional Amount
    
    
    Exposure/ReserveReference Counterparty
    
    Maturity Date
    
    
    $
    
    
    $0.00Required Spread Maintenance Reserve Amount
    
    
    
    
    
    $
    0.00
  Number of Obligors in Program
    
    
    185Number of largest obligors to be covered by Credit Reserve
    
    
    3a) Aggregate loan balance of 3 largest obligors
    
    $
    45,027,251.88b) 15% of aggregate loan balance of pool
    
    $
    51,188,085.60Credit Reserve Required (if 2a) greater than 2b))
    
    $
    0.00
  Supplement to Base Indenture




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COFINA FUNDING LLC
RESERVES AND BORROWING BASE CALCULATIONS
  a) Aggregate loan commitment for any obligors that
exceed 4% of total outstanding loan commitments of
pool of Eligible ReceivablesNumber of obligors win commitments exceeding 4% of total pool
    
    
    0i) aggregate loan commitments of obligors exceeding 4% of pool
    
    $
    0.00ii) 4% of aggregate loan commitments * number of exceeding obligors
    
    $
    0.00Concentration Overage Amount (i)  ii) )
    
    $
    0.00b) Top 5 obligorsi) total aggregate loan commitments of top 5 obligors
    
    $
    85,223,043.00ii) 25% of aggregate outstanding loan commitments in pool
    
    $
    139,631,031.75Concentration Overage Amount (if 3c)i) greater than 3b)ii))
    
    $
    0.00c) Top 10 obligorsi) total aggregate loan commitments of top 10 obligors
    
    $
    155,223,043.00ii) 35% of aggregate outstanding loan commitments in pool
    
    $
    195,483,444.45Concentration Overage Amount (if 3c)i) greater than 3c)ii))
    
    $
    0.00d) Obligors loan balances that exceed 90% of stressed realizable value
 Ref No.
    
    Obligor Name
    
    Loan Balance
    
    90% of SRV
    
    ExcessH000197
    
    Western
    
    
    720,000.00
    
    
    
    700,000.00
    
    
    
    20,000,00H762126
    
    Amherst
    
    
    6,000,000.00
    
    
    
    5,490,000.00
    
    
    
    510,000.00Concentration Overage Amount
    
    
    
    
    
    
    530,000.00
 e) Geographic concentrationsi) Minnesota
    
    - maximum % of aggregate loan commitments of pool
    
    
    35
    %- actual % of aggregate loan commitments of pool
    
    
    29.60
    %Concentration Overage Amount (if actual >maximum)
    
    $
    000ii) North Dakota
    
    - maximum % of aggregate loan commitments of pool
    
    
    25
    %- actual % of aggregate loan commitments of pool
    
    
    20.16
    %Concentration Overage Amount (if actual > maximum)
    
    $
    0.00
  Supplement to Base Indenture




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COFINA FUNDING LLC
RESERVES AND BORROWING BASE CALCULATIONS
 3. Concentration Overage Amount (continued)e) Geographic concentrations (continued)iii) states in which the Company has been doing finance business for
more than 2 yrs.- max % of aggregate loan
commitments of pool per state
    
    
    
    
    
    
    20
    %- states where actual % greater
than 20%None
    
    
    
    
    
    
    0Concentration Overage Amount (if actual >maximum)
    
    
    
    
    
    $
    0.00iv) states in which the Company has been doing finance
business for less than 2 yrs.- no states fall into this
categoryTotal Concentration Overage Amount for Geographic Concentrations
    
    
    
    
    
    $
    0.00Total Concentration Overage Amount
    
    
    
    
    
    $
    530,000.00Borrowing Base CalculationAggregate Loan Balance of Eligible Receivables
    
    
    
    
    
    $
    341,253,90485% of aggregate loan balance of eligible receivables
    
    
    
    
    
    $
    290,065,818.40less, Concentration Overage Amount
    
    
    
    
        -
    $
    530,000.00less, Credit Reserve
    
    
    
    
    
    $
    0.00Borrowing Base
    
    
    
    
    
    $
    289,535,818.40$ value of Notes outstanding
    
    
    
    
    
    $
    290,000,000.00less, bank account balances- Collection Account
    
    $
    600,000.00- less accrued facility costs
    -
    $
    200.00$
    599,800.00- Settlement Account
    
    $
    0.00$
    599,800.00$
    289,400,200.00Borrowing Base Surplus / (Deficiency)
    
    
    
    
    
    $
    135,618.40
  Supplement to Base Indenture




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COFINA FUNDING LLC
MONTHLY SERVICER REPORT  PAYMENTS OUT OF AVAILABLE DISTRIBUTION AMOUNT
 AmountCalculation of Available Distribution Amount:Collections received during [immediately preceeding monthly period)
    
    
    17.00Amounts received from interest rate hedge counterparty
    
    
    1.00Total deemed collections
    
    
    1.00Receipts from Spread Maintenance Account
    
    
    1.00Earnings on permitted investments received during (immediately
proceeding monthly period)
    
    
    1.00Total Available Distribution Amount
    
    
    21.00Payments to be made:1. Indenture Trustee -Fee for current settlement period
    
    
    1.00Out of pocket expenses
    
    
    1.00ArrearsTotal
    
    
    2.002. Service-Fee for current settlement period
    
    
    1.00Arrears
    
    
    1.00Total
    
    
    2.003. CustodianFee for current settlement period
    
    
    1.00Out of pocket expensesArrearsTotal
    
    
    1.004. Successor Servicer (if appointed)Reimbursement of transition costs incurred (maximum amount
$50,000)
    
    
    1.005. Interest Rate Hedge Provider-Current scheduled payments due
    
    
    1.00Arrears
    
    
    1.00Total
    
    
    2.006. Interest due on Outstanding Notes to NoteholdersInterest payments on Notes  paid to Settlement Account
    
    
    1.00Premiums due to Enhancement Provider
    
    
    1.00Total
    
    
    2.007. Scheduled principal payment amount due  paid to Settlement Account
    
    
    1.008. Supplemental principal payment amount  paid to Settlement AccountWarehouse Notes
    
    
    1.00Notes
    
    
    1.00Total
    
    
    2.009. Interest Rate Hedge Provider -All remaining amounts due
    
    
    1.0010. All other amounts due to:Noteholders  paid to Settlement Account
    
    
    1.00Trustee
    
    
    1.00Custodian
    
    
    1.00Servicer
    
    
    1.00Total
    
    
    4.0011. Payment to Issuer of any remaining Available Distribution Amount
    
    
    3.00Total Payments Due
    
    $
    21.00Do Payments equal Available Distribution Amount?
    
    Y or N?
  Supplement to Base Indenture




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COFINA FUNDING LLC
MONTHLY NOTEHOLDERS STATEMENT
SERIES 2005 - B NOTES
 Number
    
    
    Amount1. Total amount distributed to holders of Notes
    
    
    
    
    
    $
    2,210,000.002. Amount of distribution allocable to principal
    
    
    
    
    
    $
    500,000.003. Amount of distribution allocable to:Trustee Fees and Expenses
    
    
    
    
    
    $
    1,500,000.00Custodian Fees and Expenses
    
    
    
    
    
    $
    Monthly Interest
    
    
    
    
    
    $
    Deficiency Amounts
    
    
    
    
    
    $
    Additional Interest
    
    
    
    
    
    $
    Fee Amounts
    
    
    
    
    
    $
    210,000.00Total
    
    1,710,000.004. Aggregate outstanding balance of
delinquent receivables as of (prior month end]
    
    
    
    
    
    $
    50,000.005. Aggregate outstanding balance of defaulted
receivables as of [prior month end]
    
    
    
    
    
    $
    50,000.006. (i) Required Spread Maintenance Reserve Amount(ii) Spread Maintenance Account BeEance at end of day on IsettLement date]
    
    
    
    
    
    $
    1,000,000.007. Total outstanding note balance at end of day on [settlement date]
    
    
    
    
    
    $
    1,000,000.008. Note Activity during [settlement period):Increases in Notes
    
    
    
    
    
    $
    1,000,000.00Decreases in Notes
    
    
    
    
    
    $
    1,000,000.00Average daily balance of Notes
    
    
    
    
    
    $
    1,000,000.009. Servicing fee for [settlement period]
    
    
    
    
    
    $
    1,000,000.0010. Note rate for [settlement period]
    
    
    
    
    
    $
    1,000,000.0011. Date on which rapid amortization period commenced
    
    
    
    
    
    [Date/Not Applicable]
  Supplement to Base Indenture




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COFINA FUNDING LLC
DAILY SERVICER REPORT
 AmountOpening balance in Collection Account:
    
    
    500.00ReceiptsCollections from Receivables
    
    
    1,000.00Amounts received from interest rate hedge counterparty
    
    
    Receipts from Spread Maintenance Account
    
    
    Earnings from permitted investments
    
    
    Excess funds from increases in VFNs
    
    
    1,000.00A. Amount set aside for Accrued Facility Costs
    
    
    1.00B. Payments made:1. Required Reserve Amount transferred to Spread Maintenace Account -
    
    
    1.002. Reduction in principal amount of Notes outstanding transferred to Settlement Account
    
    
    1.003. Amount payable to Seller based on Purchase Agreement-(Amount equal to unpaid purchase price)
    
    
    1.004. Refund of Participation interests to Cofina Financial
    
    
    1.005. Monthly Settlement Amount
    
    
    1.00Total of payments made on this date:
    
    $
    5.00Closing balance in Collection Account:
    
    $
    1,495.00Total amount set aside for Accrued Facility Costs Included in Closing Balance
    
    $
    100.00
  Supplement to Base Indenture




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CFA FUNDING LLC
BANK ACCOUNT SCHEDULES
 Series 2005 - B Settlement Account:1. Payment to NoteholdersInterest Payment
    
    
    1,500,000.00Scheduled principal payment amount
    
    
    500,000.00Supplemental principal payment amount
    
    
    Total
    
    
    2,000,000.002. Funding AgentAdditional Interest
    
    
    Fee Amounts
    
    
    160,000.00Total
    
    
    160,000.003. Payment to Note Holders and each other indemnified partyAdditional interest
    
    
    Fees
    
    
    50,000.00Increased costsTaxesIndemnity paymentsOther amounts dueTotal
    
    
    50,000.00Balance of funds required on settlement date in Settlement Account:
    
    
    2,210,000.00Transfer from Collection Account:
    
    
    (2,200,000.00
    )Transfer from Spread Maintenance Account (permitted settlement date withdrawal):
    
    
    (10,000.00
    )Shortfall in Settlement Account
    
    
    Spread Maintenance Account:1. Opening Balance on [settlement date]
    
    
    19,000,000.002. Transfer of Permitted Settlement Date withdrawal to Settlement Account
    
    
    10,000.003. Receipt of funds from Collection Account
    
    
    4. Transfer of excess funds to Collection Account
    
    
    500,000.00Closing Balance on settlement date in Spread Maintenance Account:
    
    
    18,490,000.00
 Bank Account Schedules
 Supplement to Base Indenture




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Supplement to Base Indenture




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To:
    
    U.S. Bank National Association, as Trustee60 Livingston AvenueSt. Paul, MN 55107
 Re:
    
    Cofina Funding, LLC  Cofina Variable Funding Asset-Backed Notes
 Transferor Series
Supplement Indenture
   o Securities
Act
 o
 [INSERT NAME OF TRANSFEROR]By:Name:Title:  Supplement to Base Indenture




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SCHEDULE I
  Settlement Date
    
    
    
    Percentage of Notes Remaining Outstandingmonth 1-12
    
    
    
    
    91
    %month 13-24
    
    
    
    
    21
    %month 25-36
    
    
    
    
    13
    %month 37-48
    
    
    
    
    5
    %month 49 and thereafter
    
    
    
    
    0
    %
 
 Supplement to Base Indenture




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TABLE OF CONTENTS
 PagePRELIMINARY STATEMENT
    
    
    1SECTION 1. Designation
    
    
    1SECTION 2. Definitions
    
    
    1SECTION 3. Article 3 of the Base Indenture
    
    
    4SECTION 4. Principal Payments on the Notes
    
    
    6SECTION 5. Cleanup Call
    
    
    6SECTION 6. Delivery and Payment for the Notes
    
    
    6SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions
    
    
    6SECTION 8. Article 5 of Base Indenture
    
    
    10SECTION 9. Article 6 of the Base Indenture
    
    
    12SECTION 10. Early Amortization Events
    
    
    14SECTION 11. [Reserved]
    
    
    14SECTION 12. Redemption Provision
    
    
    14SECTION 13. Amendments and Waiver
    
    
    14SECTION 14. Counterparts
    
    
    14SECTION 15. Governing Law
    
    
    14SECTION 16. Waiver of Trial by Jury
    
    
    15SECTION 17. No Petition
    
    
    15SECTION 18. Rights of the Trustee
    
    
    15SECTION 19. Third-Party Beneficiaries
    
    
    15EXHIBIT A Form of NoteEXHIBIT B Form of Monthly Noteholders StatementEXHIBIT C Form of Transfer CertificateSCHEDULE I Scheduled Targeted Principal Balance
 -i-