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EXECUTION COPY FIRST AMENDMENT TO NOTE PURCHASE
AGREEMENT THIS FIRST AMENDMENT TO
NOTE PURCHASE AGREEMENT (this " Amendment ") is executed as
of May 15, 2007 (the " Effective Date ") among COFINA
FUNDING, LLC (the " Issuer "), VOYAGER FUNDING CORPORATION
(the " Conduit Purchaser "), BANK HAPOALIM B.M. (the "
Funding Agent "), and the Committed Purchasers party hereto.
Capitalized terms used but not
defined herein have the meanings provided in the Agreement (as
defined below). RECITALS
WHEREAS, the Issuer, the Conduit
Purchaser, the Funding Agent and the Committed Purchasers are
parties to that certain Note Purchase Agreement dated as of
May 16, 2006 (the " Agreement ");
WHEREAS, the parties hereto desire to
amend the Agreement as hereinafter set forth;
NOW, THEREFORE, 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.
Amendment . The definition of "Purchase Expiration Date" in
Section 1.01 of the Agreement is hereby amended and
restated in its entirety as follows:
"
Purchase Expiration Date " means May 13, 2008.
2.
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 become
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