AMENDMENT NO. 1 TO
NOTE PURCHASE AGREEMENT
(Series 2008-A)
THIS AMENDMENT NO. 1 TO NOTE PURCHASE
AGREEMENT (Series 2008-A) (this “ Amendment
”) is executed as of February 25, 2009, by and among
Cofina Funding, LLC, as the Issuer, Victory Receivables
Corporation, as the Conduit Purchaser, and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent
and as a Committed Purchaser.
RECITALS
WHEREAS, the parties hereto are
parties to that certain Note Purchase Agreement dated as of
November 21, 2008 (the “Agreement”); and
WHEREAS, the parties hereto desire to
amend the Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Certain Defined
Terms . Each capitalized term used but not defined herein shall
have the meaning ascribed thereto in the Agreement.
SECTION 2. Amendment to
Agreement . The Agreement is hereby amended as follows:
(a) The
Maximum Funded Amount is increased to $175,000,000.
(b) The
definition of “VFN” in Section 1.01 of the
Agreement is amended and restated in its entirety as follows:
“
VFN ” means the Cofina Variable Funding Asset-Backed
Note Series 2008-A in a maximum aggregate principal amount
equal to the Maximum Funded A
