EXECUTION VERSION
 NOTE PURCHASE AGREEMENT
  COFINA FUNDING, LLC
 VICTORY RECEIVABLES CORPORATION
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
  THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO




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




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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
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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
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Fee Letter
 Fixed Period provided
 provided however
   Funding Agent
 Funding Tranche
 Governmental Actions
 Governmental Rules
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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
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Purchase Expiration Date Section 2.04
 Purchaser Percentage
 Purchasers
 Reduction Section 2.05
 Required VFN Series Holders 2 3
 Transfer Supplement Section 10.04(b)
 Unexpired Co-Purchase Facility
 Unexpired Series
 Unexpired Series Aggregate Funded Amount
 Unexpired Series True-Up Section 2.03(f)
 Variable Noteholders
 VFN
 VFN Financing Costs or Series 2008-A Financing Costs
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VFN Interest Component
 per annum provided however times
 times
  Other Definitional Provisions
 Section 1.01 Section 1.01
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Purchase and Sale of the VFN
 Initial Purchase Price Initial Purchase Price
 Increases provided however
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provided
  Section 3.1(b)
 Unexpired Series True-Up
 Extension of Purchase Expiration Date provided
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Reduction of Maximum Funded Amount Reduction provided provided further provided further
 Calculation of Monthly Interest
 Section 5.12
 Benefits of Indenture
 Broken Funding Breakage Amount
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Section 2.08 Section 2.08
 Illegality
 Inability to Determine Eurodollar Rate
   11




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Fees
   Closing Closing Article IV Closing Date
 Transactions to be Effected at the Closing
  
  Performance by Cofina Entities
 Representations and Warranties
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Corporate Documents
 Opinions of Counsel
 Reports
 Financing Statements
 Documents
 VFN
 No Actions or Proceedings
 Approvals and Consents
 Officers Certificates Officers
Certificate Sections 4.01 4.02
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Accounts
 Expenses Section 8.04
 Liens
 Other Documents
 Payment of Fees
   Representations and Warranties of the Issuer Section 5.01
 Reaffirmation of Representations and Warranties by the Issuer
  
  14




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Securities Laws; Transfer Restrictions
  subsection (a)
   Section 6.01
 Enforceability
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Covenants
 Monthly Noteholders Statement; Notice of Adverse Effect
 Notice of Default
 Further Assurances
 Notice of Modifications to Transaction Documents and Credit Manual
 Expenses
 Incorporation
   Indemnification Issuer Indemnified Amounts
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Section 8.01 Section 8.01 Section 8.01
 Indemnity for Reserves and Expenses
 Affected Party
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provided however Section
8.02(a)


Section 8.02(b) provided however


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Section 8.02(b)
 Indemnity for Taxes Section 8.03(b) Taxes
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clause (b)
 Limitations Section 8.03 provided Section 8.03
 Other Costs, Expenses and Related Matters Section 8.04
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Article VIII Article VIII
 Section 8.02 8.03 Section 8.02 Section 8.03
   Authorization and Action Section 9.04 Section 9.06
 Funding Agents Reliance, Etc.
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Funding Agent and Affiliates
 Indemnification provided provided
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Purchase Decision
 Successor Funding Agent Article IX
   Amendments
 Notices Schedule I
 No Waiver; Remedies
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Binding Effect; Assignability provided however provided provided further
 Assignee
Committed Purchaser Commitment Exhibit C Transfer Supplement provided
 Participant
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provided Article VIII provided however
  Confidentiality provided
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GOVERNING LAW; JURISDICTION FORUM NON CONVENIENS
 Wavier of Trial by Jury
 No Proceedings
 Execution in Counterparts
 No Recourse
  27




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provided
 Survival
 [Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF
 COFINA FUNDING, LLC,
as IssuerBy:Name:Title: [Signatures continue on the following page.]
 S-1
    
    Series 2008-A Note Purchase Agreement




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VICTORY RECEIVABLES CORPORATION,
as Conduit PurchaserBy:Name:Title:THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH,
as Funding AgentBy:Name:Title:THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH,
as a Committed PurchaserBy:Name:Title:Purchaser Percentage: 100% S-2
    
    Series 2008-A Note Purchase Agreement




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EXHIBIT A
 
 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) contained
in the Base Indenture dated
as of August 10, 2005 (as
amended) between the Issuer
and U.S. Bank National
Association, as trustee (the
Trustee); the Series
2008-A Supplement, dated as
of November 21, 2008, between
the Issuer and the Trustee;
and the Note Purchase
Agreement dated as of
November 21, 2008 (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




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EXHIBIT B
  Issuer Note Purchase Agreement
  
 COFINA FUNDING, LLC,
as IssuerBy:Name:Title:




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1SECTION 1.01 Certain Defined Terms
    
    
    1SECTION 1.02 Other Definitional Provisions
    
    
    7ARTICLE II PURCHASE AND SALE
    
    
    8SECTION 2.01 Purchase and Sale of the VFN
    
    
    8SECTION 2.02 Initial Purchase Price
    
    
    8SECTION 2.03 Increases
    
    
    8SECTION 2.04 Extension of Purchase Expiration Date
    
    
    9SECTION 2.06 Calculation of Monthly Interest
    
    
    10SECTION 2.07 Benefits of Indenture
    
    
    10SECTION 2.08 Broken Funding
    
    
    10SECTION 2.09 Illegality
    
    
    11SECTION 2.10 Inability to Determine Eurodollar Rate
    
    
    11SECTION 2.11 Fees
    
    
    12ARTICLE III CLOSING
    
    
    12SECTION 3.01 Closing
    
    
    12SECTION 3.02 Transactions to be Effected at the Closing
    
    
    12ARTICLE 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
    
    
    13SECTION 4.04 Opinions of Counsel
    
    
    13SECTION 4.05 Reports
    
    
    13SECTION 4.06 Financing Statements
    
    
    13SECTION 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
    
    
    14SECTION 4.13 Expenses
    
    
    14
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TABLE OF CONTENTS
 PageSECTION 4.14 Liens
    
    
    14SECTION 4.15 Other Documents
    
    
    14SECTION 4.16 Payment of Fees
    
    
    14ARTICLE 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
    
    
    15SECTION 6.02 Enforceability
    
    
    15ARTICLE VII COVENANTS
    
    
    16SECTION 7.01 Covenants
    
    
    16SECTION 7.02 Incorporation
    
    
    16ARTICLE VIII INDEMNIFICATION
    
    
    16SECTION 8.01 Indemnification
    
    
    16SECTION 8.02 Indemnity for Reserves and Expenses
    
    
    18SECTION 8.03 Indemnity for Taxes
    
    
    20SECTION 8.04 Other Costs, Expenses and Related Matters
    
    
    21ARTICLE IX THE FUNDING AGENT
    
    
    22SECTION 9.01 Authorization and Action
    
    
    22SECTION 9.02 Funding Agents Reliance, Etc.
    
    
    22SECTION 9.03 Funding Agent and Affiliates
    
    
    23SECTION 9.04 Indemnification
    
    
    23SECTION 9.05 Purchase Decision
    
    
    24SECTION 9.06 Successor Funding Agent
    
    
    24ARTICLE X MISCELLANEOUS
    
    
    24SECTION 10.01 Amendments
    
    
    24SECTION 10.02 Notices
    
    
    24SECTION 10.03 No Waiver; Remedies
    
    
    24SECTION 10.04 Binding Effect; Assignability
    
    
    25SECTION 10.05 Confidentiality
    
    
    26
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TABLE OF CONTENTS
 PageSECTION 10.06 GOVERNING LAW; JURISDICTION
    
    
    27SECTION 10.07 Wavier of Trial by Jury
    
    
    27SECTION 10.08 No Proceedings
    
    
    27SECTION 10.09 Execution in Counterparts
    
    
    27SECTION 10.10 No Recourse
    
    
    27SECTION 10.11 Survival
    
    
    28SECTION 10.12 Funding Instructions
 
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