SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

EXECUTION COPY

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

     THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “ Amendment ”) is executed as of May 13, 2008 (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, as amended by the First Amendment thereto dated May 15, 2007 (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 12, 2009.

     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 becomes e