FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of November 6, 2008 (the “Effective Date”) among Cofina Funding, LLC (the “Issuer”), Venus Funding Corporation (the “Conduit Purchaser”) and Bank Hapoalim B.M., as the Funding Agent (in such capacity, the “Funding Agent”) and as a Committed Purchaser (in such capacity, the “Committed Purchaser”).

Background

     1. The parties hereto are parties to that certain Note Purchase Agreement dated as of November 18, 2005 (as amended, the “Agreement”); and

     2. 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 agree as follows:

Agreement

     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

          1. Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.

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

     2.1 Subclause (a) of clause (x) of the definition of “VFN Interest Component” is hereby amended and restated in its entirety as follows:

     “(a) to the extent the Conduit Purchaser is funding such Funding Tranche during such period through the issuance of Commercial Paper, the CP Rate”

          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.

          4. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Liquidity Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto.

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

          6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable principles of conflicts of law.

          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 CONTINUE ON FOLLOWING PAGE]

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     IN WITNESS WHEREOF, this Amendment has been duly signed by the parties as of the date set forth above.

COFINA FUNDING, LLC,
as the Issuer
 

By:  

Name:  

Title:  

[signatures continue on the following page]

Amendment to Note Purchase Agreement

S-1

VENUS FUNDING CORPORATION,
as the Conduit Purchaser
 

By:  

Name:  

Title:  

BANK HAPOALIM B.M.,
as Funding Agent
 

By:  

Name:  

Title:  

By:  

Name:  

Title:  

BANK HAPOALIM B.M.,
as the Committed Purchaser
 

By:  

Name:  

Title:  

By:  

Name:  

Title:  

Amendment to Note Purchase Agreement

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