exv10w24






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 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. Condition 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]




 









 





     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:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 





	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ,	 	 
	 	 	LTD., NEW YORK BRANCH	 	 
	 	 	Purchaser Percentage: 75%	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title: