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SECOND AMENDMENT TO NOTE PURCHASE
AGREEMENT
THIS SECOND
AMENDMENT TO NOTE PURCHASE AGREEMENT (this “ Amendment
”) is executed as of February 19, 2008 (“
Effective Date ”) among Cofina Funding, LLC (the
“ Issuer ”), Venus Funding Corporation (the
“ Conduit Purchaser ”), Bank Hapoalim B.M. (the
“ Funding Agent ”), and the Committed Purchasers
party hereto.
1. The
Issuer, the Funding Agent and the Conduit Purchaser and Committed
Purchasers are parties to that certain Note Purchase Agreement
dated as of February 21, 2006 (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:
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 The
“Purchase Expiration
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