8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 12, 2010

CHS Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	0-50150	41-0251095
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5500 Cenex Drive, Inver Grove Heights, Minnesota		55077
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 651-355-6000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On November 12, 2010, Cofina Funding, LLC, a wholly-owned subsidiary of Cofina Financial, LLC and CHS Inc., amended its Series 2008-A Note Purchase Agreement to increase the participation of The Bank of Tokyo-Mitsubishi in the commercial paper facility from $200 million to $250 million, and to extend the expiration date to November 10, 2011. Minor amendments were also made to other related agreements. All amendments are attached as exhibits to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment No. 3 to Note Purchase Agreement (Series 2008-A) dated as of November 12, 2010, by and among Cofina Funding, LLC and 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

10.2 Amendment No. 3 to Series 2008-A Supplement to Base Indenture dated as of November 12, 2010, by and among Cofina Funding, LLC, as the Issuer, U.S. Bank National Association, as the Trustee, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Required Noteholder

10.3 Amendment No. 4 to Base Indenture dated as of November 12, 2010, by and among Cofina Funding, LLC, as the Issuer, and U.S. Bank National Association, as the Trustee

10.4 Series 2008-A Cofina Variable Funding Asset-Backed Note No. 4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHS Inc.
November 17, 2010	By:	/s/ John Schmitz
		Name: John Schmitz
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 3 to Note Purchase Agreement (Series 2008-A) dated as of November 12, 2010, by and among Cofina Funding, LLC and 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
10.2	Amendment No. 3 to Series 2008-A Supplement to Base Indenture dated as of November 12, 2010, by and among Cofina Funding, LLC, as the Issuer, U.S. Bank National Association, as the Trustee, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Required Noteholder
10.3	Amendment No. 4 to Base Indenture dated as of November 12, 2010, by and among Cofina Funding, LLC, as the Issuer, and U.S. Bank National Association, as the Trustee
10.4	Series 2008-A Cofina Variable Funding Asset-Backed Note No. 4

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT
(Series 2008-A)

THIS AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT (Series 2008-A) (this “Amendment”) is executed as of November 12, 2010, by and among Cofina Funding, LLC, as the Issuer (the “Issuer”), Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTMU”), 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 (as amended through the date hereof, 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 or incorporated by reference in the Agreement.

SECTION 2. Amendment to Agreement. The Agreement is hereby amended as follows:

(a) The definition of Maximum Funded Amount is amended and restated in its entirety to read as follows:

“Maximum Funded Amount” means $200,000,000; provided that the “Maximum Funded Amount” shall be $250,000,000 for the period from November 12, 2010 through May 31, 2011.

(b) The Purchase Expiration Date is extended to November 10, 2011.

SECTION 3. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

SECTION 4. Effectiveness. This Amendment shall become effective on the first date on which BTMU has received:

(a) counterparts of this Amendment executed by each of the parties hereto (whether by facsimile or otherwise);

(b) counterparts of that certain Amendment No. 4 to Base Indenture and Amendment No. 3 to Series 2008-A Supplement to Base Indenture, dated as of the date hereof, among the Issuer, the Trustee and BTMU, executed by each of the parties thereto (whether by facsimile or otherwise);

(c) counterparts of that certain fee letter, dated as of the date hereof, between the Issuer and BTMU (the “Fee Letter”), executed by each of the parties thereto (whether by facsimile or otherwise);

(d) that certain Series 2008-A Cofina Variable Funding Asset-Backed Note No. 4 in a maximum principal amount of $250,000,000, dated as of the date hereof, executed by the Issuer (whether by facsimile or otherwise); and

(e) all amounts due and owing to BTMU as of the date hereof pursuant to the Fee Letter, in immediately available funds.

SECTION 5. Counterparts. This Amendment may be executed by different parties in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when so executed shall together constitute but one and the same instrument.

SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 7. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.

[Signatures Follow]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

COFINA FUNDING, LLC,
as the Issuer

By: /s/ James M. Grafing
Name: James M. Grafing
Title: Chief Financial Officer

[Signatures Continue on the Following Page]

VICTORY RECEIVABLES CORPORATION,
as the Conduit Purchaser

By: /s/ Frank B. Bilotta
Name: Frank B. Bilotta
Title: President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK

BRANCH,
as the Funding Agent

By: /s/ Aditya Reddy
Name: Aditya Reddy
Title: Senior Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK

BRANCH,
as a Committed Purchaser

By: /s/ Victor Pierzchalski
Name: Victor Pierzchalski
Title: Authorized Signatory

Purchaser Percentage: 100%

Exhibit 10.2

AMENDMENT NO. 3 TO SERIES 2008-A
SUPPLEMENT TO BASE INDENTURE

THIS AMENDMENT NO. 3 TO SERIES 2008-A SUPPLEMENT TO BASE INDENTURE (this “Amendment”) is executed as of November 12, 2010, by and among Cofina Funding, LLC, as the Issuer (the “Issuer”), U.S. Bank National Association, as the Trustee (the “Trustee”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Required Noteholder (the “Noteholder”).

RECITALS

WHEREAS, the Issuer and the Trustee are parties to that certain Base Indenture, dated as of August 10, 2005 (the “Indenture”), and that certain Series 2008-A Supplement thereto, dated as of November 21, 2008 (as amended through the date hereof, the “Supplement”);

WHEREAS, Section 14.2 of the Indenture requires the consent of the Required Noteholders to any amendment to the Supplement not described in Section 14.1 of the Indenture;

WHEREAS, the Noteholder constitutes the Required Noteholders because the Noteholder represents in excess of 50% of the aggregate principal balance of all Notes of all Series; and

WHEREAS, the Issuer and the Trustee desire to amend the Supplement as hereinafter set forth and acknowledge and agree that such amendments are not described in Section 14.1 of the Indenture.

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, or by reference in, the Supplement.

SECTION 2. Amendment to Supplement. The Supplement is hereby amended as follows:

(a) The definition of “Scheduled Principal Payment Amount” is amended in its entirety to read as follows:

“Scheduled Principal Payment Amount” means (i) with respect to any Settlement Date prior to the Commitment Termination Date, the sum of (A) zero (0) and (B) the lesser of (1) the excess, if any, of the Note Principal over the Maximum Principal Amount and (2) the largest amount of funds available to be allocated to pay the Scheduled Principal Payment Amount of Series 2008 such that there would not be an Event of Default caused by including such amount in the Scheduled Principal Payment Amount for Series 2008-A; and (ii) with respect to any Settlement Date on or following the Commitment Termination Date, the excess, if any, of (x) the then Note Principal over (y) the Scheduled Targeted Principal Balance for the Notes for such Settlement Date.

SECTION 3. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Supplement shall remain in full force and effect. After this Amendment becomes effective, all references in the Supplement to “this Series Supplement”, “hereof”, “herein” or words of similar effect referring to the Supplement shall be deemed to be references to the Supplement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Supplement other than as set forth herein.

SECTION 4. Effectiveness. This Amendment shall become effective upon receipt by the Noteholder of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the parties hereto.

SECTION 5. Counterparts. This Amendment may be executed by different parties in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when so executed shall together constitute but one and the same instrument.

SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 7. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Supplement or any provision hereof or thereof.

[Signatures Follow]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

COFINA FUNDING, LLC,
as the Issuer

By: /s/ James M. Grafing—
Name: James M. Grafing
Title: Chief Financial Officer

[Signatures Continue on the Following Page]

U.S. BANK NATIONAL ASSOCIATION,
as the Trustee

By: /s/ Michelle Moeller
Name: Michelle Moeller
Title: Vice President

[Signatures Continue on the Following Page]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
as the Noteholder

By: /s/ Aditya Reddy
Name: Aditya Reddy
Title: Senior Vice President

Exhibit 10.3

AMENDMENT NO. 4 TO BASE INDENTURE

THIS AMENDMENT NO. 4 TO BASE INDENTURE, dated as of November 12, 2010 (this “Amendment”), is entered into by and among Cofina Funding, LLC, as the Issuer (the “Issuer”), and U.S. Bank National Association, as the Trustee (the “Trustee”).

RECITALS

WHEREAS, Cofina Funding, LLC and U.S. Bank National Association are parties to that certain Base Indenture dated as of August 10, 2005 (as amended and supplemented through the date hereof, the “Indenture”);

WHEREAS, Section 14.2 of the Indenture requires the consent of the Required Noteholders to any amendment to the Indenture not described in Section 14.1 of the Indenture;

WHEREAS, the Noteholder constitutes the Required Noteholders because the Noteholder represents in excess of 50% of the aggregate principal balance of all Notes of all Series; and

WHEREAS, the Issuer desires and the Trustee is willing to amend the Indenture as hereinafter set forth and the parties hereto acknowledge and agree that such amendment is not described in Section 14.1 of the Indenture.

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 Indenture.

SECTION 2. Amendments to Indenture. The Indenture is hereby amended as follows:

(a) Section 8.6(m) of the Indenture is hereby amended in its entirety to read as follows:

(m) Minimum Net Worth. The Issuer shall at all times have a net worth (in accordance with GAAP) of at least 15% of the aggregate Program Amount for all Series.

SECTION 3. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Indenture shall remain in full force and effect. After this Amendment becomes effective, all references in the Indenture to “this Base Indenture”, “this Indenture”, “hereof”, “herein” or words of similar effect referring to the Indenture shall be deemed to be references to the Indenture as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

SECTION 4. Effectiveness. This Amendment shall become effective upon receipt by the Noteholder of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the parties hereto.

SECTION 5. Reaffirmation of Representations, Warranties and Covenants. Upon the effectiveness of this Amendment, each of the Issuer and the Servicer hereby reaffirms all representations, warranties and covenants made in the Agreements and agrees that all representations and warranties made in the Agreements shall be deemed to have been remade as of the effective date of this Amendment (except for those representations and warranties limited by their terms to an earlier date, which representations and warranties shall speak of such date).

SECTION 6. Representations and Warranties. Each of the Issuer and the Servicer hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, and (ii) upon the effectiveness of this Amendment, no Default or Event of Default shall exist under the Indenture.

SECTION 7. Counterparts. This Amendment may be executed by different parties on any number of separate counterparts, each of which shall be deemed to be an original and all of which shall together constitute but one and the same instrument.

SECTION 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 9. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Indenture or any provision hereof or thereof.

[Signatures Follow]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

COFINA FUNDING, LLC,
as the Issuer
By:	/s/ James M. Grafing

Name: James M. Grafing
Title: Chief Financial Officer

[Signatures Continue on the Following Page]U.S. BANK NATIONAL ASSOCIATION,

as the Trustee
By:	/s/ Michelle Moeller

Name: Michelle Moeller
Title: Vice President

[Signatures Continue on the Following Page]Consented to and Agreed:

COFINA FINANCIAL, LLC,
as the Servicer
By:	/s/ James M. Grafing

Name: James M. Grafing
Title: Chief Financial Officer

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
as the Noteholder

By: /s/ Aditya Reddy

Name: Aditya Reddy
Title: Senior Vice President

Exhibit 10.4

SERIES 2008-A NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

EACH PERSON ACQUIRING OR HOLDING THIS NOTE SHALL BE DEEMED TO (1) REPRESENT AND WARRANT FOR THE BENEFIT OF THE ISSUER, THE SELLERS, THE SERVICER AND THE TRUSTEE THAT EITHER (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(D) OF THE CODE) SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE AND HOLDING OF THE NOTE WILL NOT, THROUGHOUT THE TERM OF HOLDING, CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN OR A NON-ELECTING CHURCH PLAN (AS DESCRIBED ABOVE), ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW) BY REASON OF THE APPLICATION OF ONE OR MORE STATUTORY OR ADMINISTRATIVE EXEMPTIONS FROM SUCH PROHIBITED TRANSACTION RULES OR OTHERWISE, AND (2) AGREE THAT IT SHALL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST THEREIN TO ANY OTHER PERSON WITHOUT ACQUIRING THE SAME REPRESENTATION AND WARRANTY FROM SUCH OTHER PERSON AND THE SAME OBLIGATION WITH RESPECT TO SALES OR OTHER TRANSFERS.

THE INDENTURE (AS DEFINED BELOW) CONTAINS FURTHER RESTRICTIONS ON THE TRANSFER AND RESALE OF THIS NOTE. EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS NOTE, SUBJECT TO THE FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.

BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE AND HEREIN.

REGISTERED

No. 4 $250,000,000

SEE REVERSE FOR CERTAIN DEFINITIONS

THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED IN THE SERIES 2008-A SUPPLEMENT AND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

COFINA FUNDING, LLC
SERIES 2008-A COFINA VARIABLE FUNDING ASSET-BACKED NOTES

COFINA FUNDING, LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as the Funding Agent for the Purchasers party to the Note Purchase Agreement, or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS (U.S.$250,000,000), or if less is due in whole or in part, the unpaid principal amount of all outstanding amounts borrowed by the Issuer when due as shown on the reverse hereof or an attachment hereto and recorded in the Note Register by the Transfer Agent and Registrar, payable on each Settlement Date in the amounts and at the times specified in the Series 2008-A Supplement, dated as of November 21, 2008 (as amended through the date hereof and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2008-A Supplement”), between the Issuer and the Trustee to the Base Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Legal Final Settlement Date (as defined in the Series 2008-A Supplement). The Issuer will pay interest on this Note on each Settlement Date at the Note Rate (as defined in the Series 2008-A Supplement) until the principal of this Note is paid or made available for payment, on the average daily outstanding principal balance of this Note during the related Settlement Period (as defined in the Series 2008-A Supplement). Interest will be computed on the basis set forth in the Indenture. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Issuer hereby irrevocably authorizes the Funding Agent to enter on the reverse hereof or on an attachment hereto the date and amount of each borrowing and principal payment under and in accordance with the Indenture. Issuer agrees that this Note, upon each such entry being duly made, shall evidence the indebtedness of Issuer with the same force and effect as if set forth in a separate Note executed by Issuer; provided that such entry is recorded by the Transfer Agent and Registrar in the Note Register.

Reference is made to the further provisions of this Note set forth on the reverse hereof and to the Indenture, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Signatures follow.]

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

COFINA FUNDING, LLC

By: /s/ James M. Grafing
Authorized Officer

[Certificate of Authentication follows.]CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within mentioned Series 2008-A Supplement.

U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee

By: /s/ Michelle Moeller
Authorized Officer

Dated: November 12, 2010

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Series 2008-A Cofina Variable Funding Asset-Backed Notes (herein called the “Notes”), all issued under the Series 2008-A Supplement to the Base Indenture dated as of November 21, 2008 (such Base Indenture, as amended through the date hereof, as supplemented by the Series 2008-A Supplement and supplements relating to other series of notes and as the same may be further amended, restated, supplemented or otherwise modified from time to time, is herein called the “Indenture”), between the Issuer and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The Note is one of a Series of Notes which are and will be equally and ratably secured by the collateral pledged as security therefor as and to the extent provided in the Indenture.

Principal of the Notes will be payable on each Settlement Date as set forth in the Indenture. All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

Subject to certain limitations set forth in the Indenture, payments of interest on this Note due and payable on each Settlement Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer in immediately available funds to the Person whose name appears as the Holder of this Note on the Note Register as of the close of business on each Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Settlement Date or date of prepayment shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder hereof or its attorney, duly authorized in writing, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not prior to the date which is one year and one day after the payment in full of the last maturing note of any Series and the termination of the Indenture institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United Stated Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will treat such Note as indebtedness for all Federal, state and local income and franchise tax purposes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits the amendments thereof and modifications of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture and waivers of compliance by the Issuer with provisions of the Indenture as provided in the Indenture. Any such amendment, modification or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

As provided in the Indenture, no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under the Indenture, including this Note, against any Seller, the Servicer, the Trustee or any partner, owner, incorporator, beneficiary, beneficial owner, agent, officer, director, employee, shareholder or agent of the Issuer, any Seller, the Servicer or the Trustee except as any such Person may have expressly agreed.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form as provided in the Indenture in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto      

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints      , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:     
Signature Guaranteed:

The following are borrowings and payments made under this Note of the Issuer:

Loan	Amount	Date	Amount Paid
Date	Borrowed	Prin. Paid	Principal     Interest

¹NOTE: 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.