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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 ent
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