exv10w23






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 becomes
effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of
similar effect referring to the Agreement shall be deemed to be references to the Agreement as
amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive,
amend or supplement any provision of the Agreement other than as set forth herein.




          3. Conditions Precedent. This Amendment shall not be effective until the Funding
Agent shall have received an original counterpart (or counterparts) of this Amendment, 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 by such parties.




          4. Counterparts. This Amendment 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.




 









 








          5. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to any otherwise applicable
principles of conflicts of law.




          6. Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this amendment or the
Agreement or any provision hereof or thereof.




[SIGNATURES CONTINUE ON FOLLOWING PAGE]




2









 





     IN WITNESS WHEREOF, this Amendment has been duly signed by the parties as of the date set
forth above.



	 	 	 	 	 
	 	COFINA FUNDING, LLC, as Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	VOYAGER FUNDING CORPORATION,

as Conduit Purchaser

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK HAPOALIM B.M.,

as Funding Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	M&I MARSHALL & ILSLEY BANK,

as a Committed Purchaser

Purchaser Percentage: 25%

 	 
	 	By:  	 	 
	 	 	Name:  	Gary J. Sloan 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	John W. Howard Jr. 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, 

LTD., CHICAGO BRANCH

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Purchaser Percentage: 75%