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
 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
 Noteholder
 Notes Section 1(a)
 Notice Persons
 2




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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
 Redemption Date Section 5 12
 Required Person
 Revolving Period
 Rule 144A subsection 7(c)(i)
 Scheduled Principal Payment Amount
 Series Early Amortization Event Section 10
 Series 2005-A
 Series 2005-A Interest Payment
 Series 2005-A Noteholder
 Series 2005-A Settlement Account Section 5.11 Section 5.3
 3




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Series 2005-A 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
 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;(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;
 4




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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.
  Prepayments Section 5.4
 Principal Payments on the Notes Section 5.14
 5




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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
 Sections 2.1 2.18 Section 2.6 Section 7
  provided however
 6




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QIB Rule 144A Exhibit
C Exhibit C
   Section 7(c)
 clause (B) (C) clause (i) clause (C)
 7




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clauses (2) (3)
    8




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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
 9




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Series 2005-A Settlement Account Section 5.3(d)
 Determination of Monthly Interest times Monthly Interest provided however times times Fee Amount Additional Interest Deficiency Amount
 Drawing Funds from the Spread Maintenance Account Permitted Settlement Date Withdrawal
 10




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Distribution from Series 2005-A Settlement Account Section 5.14
  pro rata
 pro rata
 pro rata
  pro rata
  pro rata
 11




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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
 Exhibit B
   12




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Annual Noteholders Tax Statement Section 6.02 subclauses (i) (ii) (iii)
 Early Amortization Events
 [Reserved]
 13




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Redemption Provision
   Amendments and Waiver
 Counterparts
 Governing Law FORUM NON CONVENIENS
 Waiver of Trial by Jury
 14




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No Petition Section 5.4(c)
 Rights of the Trustee
 Third-Party Beneficiaries
 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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SECURITIES ACT
  Supplement to Base Indenture




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Supplement to Base Indenture




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REGISTEREDNo. R-1
    
    $150,000,000
     Issuer Series 2005-A 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 OfficerDate:
 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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Supplement to Base Indenture




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COFINA FUNDING LLC
MONTHLY NOTEHOLDERS STATEMENT
 Number
    
    
    Amount
    
    
    Percent1. Total amount distributed to holders of Notes
    
    
    
    
    
    $
    2,210,000.002. Amounts of distribution allocable to:Principal
    
    
    
    
    
    $
    500,000.00Trustee Fees and Expenses
    
    
    
    
    
    $
    1,500,000.00Monthly Interest
    
    
    
    
    
    $
    Deficiency Amounts
    
    
    
    
    
    $
    Additional Interest
    
    
    
    
    
    $
    Fee Amount
    
    
    
    
    
    $
    210,000.00Total
    
    $
    2,210,000.003. Aggregate outstanding balance of delinquent
receivables as of [prior month end]
    
    
    
    
    
    $
    50,000.004. Aggregate outstanding balance of defaulted
receivables as of [Prior month end]
    
    
    
    
    
    $
    50,000.005. (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]
    
    
    
    
    
    $
    1,000,000.007. Note Activity during [settlement period]:Increases in Notes
    
    
    
    
    
    $
    1,000,000.00Decreases in Notes
    
    
    
    
    
    $
    1,000,000.00Average daily balance of Notes
    
    
    
    
    
    $
    1,000,000.008. Servicing fee for [settlement period]
    
    
    
    
    
    $
    1,000,000.009. Note rate for [settlement period]
    
    
    
    
    
    $
    1,000,000.0010. Date on which rapid amortization period commenced
    
    
    
    
    
    [Date]
 Supplement to Base Indenture




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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
 Transferor Series
Supplement Indenture
   o Securities
Act
 o
 [INSERT NAME OF TRANSFEROR]By:Name:Title:  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
    
    
    5SECTION 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
    
    
    9SECTION 9. Article 6 of the Base Indenture
    
    
    12SECTION 10. Early Amortization Events
    
    
    13SECTION 11. [Reserved]
    
    
    13SECTION 12. Redemption Provision
    
    
    14SECTION 13. Amendments and Waiver
    
    
    14SECTION 14. Counterparts
    
    
    14SECTION 15. Governing Law
    
    
    14SECTION 16. Waiver of Trial by Jury
    
    
    14SECTION 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 Certificate
 -i-