AMENDMENT NO. 1 TO BASE
INDENTURE
THIS AMENDMENT
NO. 1 TO BASE INDENTURE, dated as of November 18, 2005 (this
“ Amendment ”), is entered into by and among
Cofina Funding, LLC (the “ Issuer ”), Cofina
Financial, LLC (the “ Servicer ”), Bank Hapoalim
B.M. (the “ Funding Agent ”) and U.S. Bank
National Association, as Trustee (in such capacity, the “
Trustee ”). Capitalized terms used but not defined
herein have the meanings provided in the Indenture (defined
below).
A. Reference
is hereby made to (i) that certain Base Indenture, dated as of
August 10, 2005 (the “ Base Indenture ”),
between the Issuer and the Trustee, and that certain
Series 2005-A Supplement, dated as of August 10, 2005
(the “ Series Supplement ” and together
with the Base Indenture, the “ Indenture ”),
(ii) that certain Servicing Agreement, dated as of
August 10, 2005 (the “ Servicing Agreement
”), by and among the Issuer, the Servicer and the Trustee,
and (iii) that certain Omnibus Amendment and Agreement, dated
as of August 30, 2005, among the Issuer, the Servicer, the
Guarantor, the Funding Agent and the Trustee.
B. The
parties hereto desire to enter into this Amendment to amend the
Indenture as follows:
1.
The definition of “Required Spread Maintenance Reserve
Amount” in Section 1.1 of the Indenture is hereby
amended and restated in its entirety as follows:
“
Required Spread Maintenance Reserve Amount ” means,
for each Settlement Period (determined as of the last day of each
Monthly Period), an amount equal to the sum of (I) the sum for each
Eligible Receivable at such time of the product of (a) the
positive excess (if any) of (A) the sum of 1.25% plus the Cost
of Carry over (B) the interest rate for such Receivable times
(b) the Outstanding Balance of such Loan times (c) the
remaining term to maturity of such Loan, expressed in years and
(II) the aggregate mark-to-market exposure of the Issuer under
all Interest Rate Hedge Agreements at such time as determined no
less frequently than on a monthly basis.
2.
The Granting Clause of the Indenture is hereby amended (i) to
add “each Hedge Counterparty” immediately after the
phrase “the Noteholders, each ‘Indemnified
Party’,” therein and (ii) to add “each
Interest Rate Hedge Agreement” after the phrase “the
Issuer’s rights, powers and benefits, but none of its
obligations or burdens, under the Servicing Agreement,”
therein.
3.
Section 5.4(c)(i)(2) of the Indenture is hereby amended to
change the reference to “Spread Maintenance Reserve Required
Amount” to be a reference to “Required Spread
Maintenance Reserve Amount”.
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