exv10w15






OMNIBUS AMENDMENT AND AGREEMENT



THIS OMNIBUS AMENDMENT No. 2, dated as of October 1, 2007 (this
“Amendment No.
2”), 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”) and as
Custodian (in such capacity, the
“Custodian”), in each of the capacities in which they appear in the
Agreements (defined below).
Capitalized terms used but not defined herein have the meanings provided in
the Indenture
(defined below).




RECITALS



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-B
Supplement, dated as of November 18, 2005 (the “Series 2005-B
Supplement”) and together
with the Base Indenture, the “Indenture”), (ii) that certain Note
Purchase Agreement, dated as of
November 18, 2005 (the “Note Purchase Agreement”), by and among the
Issuer, the Funding
Agent and the financial institutions from time to time party thereto as
Committed Purchasers
and (iii) that certain Omnibus Amendment, dated as of May 11,2007 (the
“First Omnibus
Amendment”), by and among the Issuer, the Servicer, the Funding
Agent, the Trustee and the
Custodian (collectively, the documents referred to in clauses (i) (ii) and
(iii) above, the
“Agreements”).



B. The parties to the Agreements desire to enter into this Amendment No.2 to
increase the
maximum facility amount available to the Issuer during certain months as
designated by the
Issuer under the Agreements.





1. Amendment to Agreements. The “Maximum Funded Amount” (as
defined in
the Note Purchase Agreement), the “Maximum Principal Amount” (as
defined in the
Series 2005-B Supplement), the maximum aggregate principal amount
of the Cofina
Variable Funding Asset-Backed Note, Series 2005-B, and any similar
references or
definitions in the Agreements shall be $204,000,000.00,
provided, that during certain
selected calendar months between the date hereof and September 30,
2008 (The “Annual
Term”), the “Maximum Funded Amount,” the “Maximum Principal
Amount”, “the
maximum aggregate principal amount of the Cofina Variable Funding
Asset-Backed
Note, Series 2005-B, and any similar references or definitions in
the Agreements shall be
$306,000,000.00 (the “Increased Amount”). The Issuer shall
have the right, upon five (5)
Business Days prior written notice to the Funding Agent and the
Trustee, to select any
calendar month during the Annual Term as a month during which the
Increased Amount
shall apply, provided, however, that the Issuer may
make such selection and provide such
notice for no more than four designated calendar months during the
Annual Term.




2. Closing Fee. The Issuer hereby covenants and agrees, on
or prior to the date this
Amendment No. 2 is executed to pay to Voyager Funding Corporation a
closing fee in
the amount of $80,000.00.



 









 






3. Conditions Precedent. This Amendment No. 2 shall become
effective as of the
date hereof when the Funding Agent shall have received an original
counterpart (or
counterparts) of this Amendment No. 2 executed and delivered by
each of the parties hereto, or other evidence satisfactory to the
Funding Agent of the execution and delivery of this Amendment No. 2 by
such parties.




4. Reaffirmation of Covenants Representations and
Warranties. Upon the
effectiveness of this Amendment No. 2- each of the Issuer and the
Servicer hereby
reaffirms all covenants. representations and warranties made in the
Agreements and
agrees that all such covenants, representations and warranties shall be
deemed to have
been remade as of the effective date of’ this Amendment No. 2 (except
for such
representations and warranties that are limited by their terms to
an earlier date. in which case such representations and warranties shall
speak such date).




5. Representations and Warranties. Each of the Issuer and
the. Servicer hereby
represents and warrants that (i) this Amendment No. 2 constitutes a
legal. valid and
binding obligation of such Person. enforceable against it in
accordance with its terms. and
(ii) upon the effectiveness of this Amendment No. 2. no Event of
Default shall exist
under the Agreements.




6. Effect of Amendment. Except as expressly amended and
modified by this
Amendment No. 2, all provisions of the Agreements shall remain in
full force and  effect.
After this Amendment No. 2 becomes effective, Al references in each
of the Agreements
to this Agreement”, “hereof”. “herein”, or words of Similar effect
referring to such
Agreement shall be deemed to be references to the applicable
Agreement as amended by
this Amendment No. 2. This Amendment No. 2 shall not be deemed to
expressly or
impliedly waive, amend or Supplement any provision of the
Agreements other than as set
Earth herein.




7. Counterparts. This Amendment. No. 2 may be executed in
any number of
counterparts and by different parties on separate counterparts, and
each counterpart shall be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.




8. Governing Law. This Amendment No. 2 shall be governed
by, and construed in
accordance with the law of the State of New York (without reference
to its conflict of law
provisions other than Section 5-1401 of the New York General
Obligations Law).




9. Section Headings. The various headings of this Amendment
No. 2 are inserted
for convenience only and shall not affect the meaning or
interpretation of Ibis
Amendment No. 2 or the Agreements or any provision hereof or
thereof



     IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to
be executed by their respective officers thereunto duly authorized. as of
the date first above written.



	 	 	 	 	 	 	 
	 	 	COFINA FUNDING, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 





	 	 	 	 	 	 	 
	 	 	COFINA FINANCIAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 
	 	 	 	 	 	 
	 	 	as Trustee and Custodian	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title: